OPPENHEIMER REAL ASSET FUND
N-30D, 1999-05-04
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                       Semiannual Report February 28, 1999





                                   OPPENHEIMER
                                   Real Asset
                                      Fund




                                    [PICTURE]




                                Oppenheimer Funds
                             THE RIGHT WAY TO INVEST


<PAGE>


Contents

3      President's  Letter

4      An  Interview  with  Your  Fund's  Manager

11     Financial  Statements

30     Officers  and  Trustees

32     Information  and  Services


Report  highlights
- ------------------

- -  Commodity  prices  declined sharply over the past six months, making 1998 the
worst  year  for  the  commodities  markets  in  over  60  years.

- -  The  Fund  continues  to serve as an effective asset allocation tool within a
broadly  diversified,  long-term  investment  portfolio.


Cumulative  Total  Returns
For  the  6-Month  Period  Ended  2/28/99

Class A
Without           With
Sales Chg.(1)  Sales Chg.(2)
- ----------------------------
- -20.20%            -24.79%
- ----------------------------

Class B
Without            With
Sales Chg.(1)  Sales Chg.(2)
- ----------------------------
- -20.52%            -24.31%
- ----------------------------

Class C
Without           With
Sales Chg.(1)  Sales Chg.(2)
- ----------------------------
- -20.49%            -21.25%
- ----------------------------
Class Y
Without            With
Sales Chg.(1)  Sales Chg.(2)
- ----------------------------
- -20.17%            -20.17%
- ----------------------------

Total  returns  include changes in share price and reinvestment of dividends and
capital  gains distributions in a hypothetical investment for the periods shown.
Cumulative  total  returns  are not annualized. In reviewing performance, please
remember  that  past  performance  does not guarantee future results. Investment
return  and  principal value of an investment in the Fund will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than the original
cost.  Because  the  stock market can be volatile, the Fund's performance may be
subject  to  substantial  short-term  changes.

For  updates  on  the Fund's performance, please contact your financial advisor,
call  us at 1-800-525-7048 or visit our website, www.oppenheimerfunds.com. It is
important  to  note  that  the Fund has a limited operating history, having been
first  offered  3/31/97, is non-diversified and invests a substantial portion of
its  assets  in derivative instruments that entail potentially higher volatility
and  risk  of  loss  than traditional equity or debt securities. The Fund is not
intended  as  a  complete  investment program and is intended for investors with
long-term  investment  goals  who  are  willing  to  accept  this  greater risk.
1.  Includes  changes  in  net  asset  value  per  share  without  deducting any
sales  charges.

2. Class A return  includes the current  maximum  initial sales charge of 5.75%.
Class B return includes the applicable  contingent  deferred sales charge of 5%.
Class C return  includes  the  contingent  deferred  sales charge of 1%. Class Y
shares are available principally to certain institutional investors. Class B 
and Class C Shares are subject to an annual 0.75% asset-based sales charge.
An explanation of the different performance calculations is in the Fund's 
prospectus.



                         2  Oppenheimer Real Asset Fund

<PAGE>
[PHOTOGRAPH  OF  JAMES  C.  SWAIN]
James  C.  Swain
Chairman
Oppenheimer
Real  Asset  Fund

[PHOTOGRAPH  OF  BRIDGET  A.  MACASKILL]
Bridget  A.  Macaskill
President
Oppenheimer
Real  Asset  Fund


Dear  shareholder,

Contrary  to  what  many analysts had expected, the U.S. economy appears to have
picked  up steam over the past few months. The fourth quarter of 1998 posted the
fastest rate of economic growth in two years, and early indications suggest that
the  first  quarter  of  1999  may  follow  suit.
     With  respect  to  the  U.S.  bond  market, stronger than expected economic
growth  has  triggered  concerns that the Federal Reserve may raise key interest
rates  to  forestall an acceleration of inflation. As a result, yields of longer
term  taxable  bonds have risen from their October 1998 lows, when investors had
bid  up  prices  during  the  global  "flight to quality." At the same time, tax
exempt  bond  prices  and  yields  have  remained  relatively  stable.
     In  the  U.S. stock market, it might appear at first glance that prices are
rising  as  rapidly  as  the  economy is growing. However, a closer look reveals
that,  with  the  exception  of  large-cap  growth  companies and the technology
industry, most stock prices remained relatively flat. What's more, the disparity
in  valuations between large companies, which have led the market's advance, and
smaller  ones,  which  have  lagged,  has  become  historically  wide.
     What do these observations mean for your investments? In our view, actively
managed  portfolios  that  are  closely  monitored  by expert money managers are
likely  to  provide  better returns than passive index investing in 1999. That's
because  selectivity  is expected to be more critical to performance than it has
been  over  the  past  few  years.  In a potentially overvalued stock market and
rising  interest-rate  environment,  the  ability to identify the most promising
securities  could  become  paramount.
     Even  though  many  equity  investors  may  be  tempted  to jump aboard the
technology  bandwagon,  we  suggest a more prudent course: broad diversification
beyond  any  single  asset  class,  industry, capitalization range or geographic
region.  We  believe  that  the  risks  of  this  investment environment require
consideration of a broad range of investments and markets, including bonds. That
way,  if  one  market  experiences  setbacks, one or more of the others may help
cushion  the  effects  on  your  overall  portfolio.
     No  matter what the financial markets have in store, we resolve to continue
working  with your financial advisor to keep you apprised of potential risks and
opportunities. Providing you with the market information, professionally managed
investments  and  other resources you need to achieve your financial goals is an
important  part  of  our  enduring commitment to you as The Right Way to Invest.

Sincerely,


/S/  James  C.  Swain               /S/  Bridget  A.  Macaskill
- ---------------------               ---------------------------
James  C.  Swain                    Bridget  A.  Macaskill
March  19,  1999


                         3  Oppenheimer Real Asset Fund
<PAGE>

An  interview  with  your  Fund's  managers

How  did  Oppenheimer  Real  Asset Fund perform during the six-month period that
ended  February  28,  1999?
While  we  are disappointed that most commodity prices have remained quite weak,
we  are  pleased  that the Fund has performed as it was designed: as a financial
planning tool providing returns that have tended to be uncorrelated to the stock
market.
     Because  the  past  six  months  have  been  strong for stocks and weak for
commodities, the Fund's share price fell along with its unmanaged benchmark, the
Goldman  Sachs  Commodities  Index (GSCI ).(1) However, we remain confident that
the  Fund  will  prove  its  true  worth during periods of sustained declines in
common  stocks,  when  we expect rising commodity prices to help the Fund offset
unrealized  losses  in  the equities portion of your total investment portfolio.

Why  have  commodity  prices  continued  to  decline?
In  1998,  we  experienced the worst year for commodities prices since the Great
Depression. Every sector of the commodities market saw prices decline, including
energy, agricultural products, livestock, industrial metals and precious metals.
Although  each  individual  sector  responds  to  its  own unique combination of
economic  and  market-driven  influences,  two  factors appear to have adversely
affected  all  commodities:  the  Asian  financial  crisis  and  the  weather.

1.  While the Fund seeks to maintain a 90% or greater correlation with the GSCI,
this  projected correlation is a portfolio management technique and not a formal
investment  policy  of  the Fund. The correlation strategy can be changed by the
Manager  at  any  time.  Because  the Fund's commodity-linked investments may be
allocated  to  different  commodity  sectors  in  amounts  that  vary  from  the
proportional  weightings  of  the  GSCI,  the  Fund  is  not  an  "index"  fund.


                         4  Oppenheimer Real Asset Fund
<PAGE>

[PHOTOGRAPH  OF  PORTFOLIO  MANAGEMENT]
Portfolio  Management
Team  (l  to  r)
Mark  Anson
Russell  Read

The  Asian  currency  and  credit  crisis  that  began  in  1997 appears to have
stabilized,  but  the  entire  Asian region, including Japan, remains mired in a
severe  economic  recession.  Because  devaluation of many of the region's local
currencies  made  imported  goods  more  expensive for consumers and businesses,
demand  for U.S.  dollar  denominated  raw  materials  has  plunged.
     Largely  due  to the atmospheric phenomenon known as El Ni o, the winter of
1997 in the United States was the second warmest in over 100 years. As a result,
demand  for  energy-related  commodities  such  as oil and gas fell sharply, and
especially good growing conditions served to increase the supply of agricultural
commodities  and  livestock.  The  warm  winter  affected  commodities  prices
throughout  the  year  because  unsold  goods  went  into  storage, dramatically
increasing  inventories  which  remained high throughout the six-month reporting
period.
     Basic  economics  tells  us that when supply is high relative to demand, or
when  demand  is  low relative to supply, prices tend to fall. Over the past six
months,  the combination of ample supply and low demand drove commodities prices
lower.


                         5  Oppenheimer Real Asset Fund
<PAGE>

<TABLE>
<CAPTION>
Avg  Annual  Total  Returns
For  the  Periods  Ended  3/31/99(2)

Class A
            Since
1 year    Inception
- --------------------
<S>       <C>
- -36.80%      -28.23%
- --------------------

Class B
          Since
1 year    Inception
- --------------------
- -36.60%      -28.07%
- --------------------

Class C
          Since
1 year    Inception
- --------------------
- -34.01%      -26.68%
- --------------------

Class Y
          Since
1 year    Inception
- --------------------
- -32.77%      -25.98%
- --------------------
</TABLE>


An  interview  with  your  Fund's  managers

Why  hasn't  the  Fund  outperformed  the  overall  commodities  market?
As  a mutual fund providing direct exposure to the commodities markets, the Fund
is  designed  to  closely mirror the overall market's performance. In fact, over
the  period we maintained a 95.6% correlation with the GSCI, which is consistent
with  the  Fund's  role  as  an  asset  allocation  alternative within a broader
investment  portfolio.
     With respect to the remaining 4.4% of noncorrelative performance, we sought
to  enhance  the  Fund's  performance  by  modestly increasing or decreasing our
exposure  to  individual  commodities  relative  to the benchmark. This strategy
helped performance over the past year or so, when our preference for silver over
gold  in  the precious metals sector helped reduce the effects of declining gold
prices  and  magnify  the  effects  of  rising  silver prices. Over the past six
months,  however,  our  modest emphasis on oil hindered performance. Although we
increased  our  exposure  to  oil  when  prices  were near historical lows, they
subsequently  declined  even  further.

2.  Class  A returns include the maximum 5.75% sales charge. Class A, B, C and Y
shares  were  first  publicly  offered  on  3/31/97. Class B returns include the
applicable  contingent  deferred  sales  charge  of  5%  (1-year)  and 4% (since
inception).  Class C returns include the contingent deferred sales charge of 1%.
Class  Y  shares  are  available principally to certain institutional investors.
Class  B  and  C  shares  are  subject  to  a 0.75% asset-based sales charge. An
explanation  of  the  different  performance  calculations  is  in  the  Fund's
prospectus.


                         6  Oppenheimer Real Asset Fund
<PAGE>

managers

When  can  we  expect  commodities  prices  to  recover?
As  with  stocks and bonds, it is virtually impossible to predict the short-term
performance  of the commodities markets. With that said, however, lately we have
seen  signs of a potential recovery. During the first two months of 1999, prices
for  livestock and industrial metals have increased, and agricultural and energy
prices  have  stabilized. Precious metals prices, nonetheless, have continued to
decline  because  of  the  massive  selling  of gold by central banks worldwide.
     In  addition,  global  economic conditions appear to be changing. The first
and  most  important  positive sign for commodities is rising long-term interest
rates during the first two months of 1999. In our view, rates have risen because
of  unexpectedly  robust  economic  growth  in  the United States, the advent of
European  Monetary  Union  in  Europe  and  international  measures  designed to
stimulate economic growth in the emerging markets. If global economies grow more
strongly than most analysts anticipate, demand for raw materials should rise and
prices  may  recover.


                         7  Oppenheimer Real Asset Fund
<PAGE>

An  interview  with  your  Fund's  managers

The  second  positive  sign  is  the  restructuring and consolidation of certain
commodities-producing  industries.  For  example,  mining  companies in both the
precious metals and industrial metals sectors have shut down unprofitable mines.
Agricultural  companies  have  curtailed  production  on higher cost farms while
energy companies have shut down production. Over the past six months some of the
world's  largest  oil  companies have announced plans to merge, enabling them to
focus  on their lowest cost areas of exploration and production. Even the Middle
Eastern  oil-producing  nations  within  OPEC  have announced cuts in production
quotas.  The  effects  of  these  actions should be a reduction in the available
supply  of  these  commodities, which we expect to support prices as inventories
are  drawn  down.

What  can  be  expected  from  Oppenheimer  Real  Asset  Fund  in  1999?
We  expect  the  Fund's  performance  to  reflect the performance of the overall
commodities  markets.  Despite  the recent weakness in these markets, we believe
that  commodities  have  an  important  role  as  a financial planning tool in a
diversified  investment  portfolio.  At  some point, stocks will reverse course.
When  that  happens,  we believe the Fund will help cushion the effects of stock
market  declines.


                         8  Oppenheimer Real Asset Fund
<PAGE>

Portfolio  Composition(3)


[PIE  CHART]


- - U.S. Government,
  Agencies &
  Mortgages         64.6%
- - Commodity-Linked
  Notes             24.6 
- - Cash Equivalents  10.8 


In  our  view,  owning a variety of financial assets that respond differently to
the  same  economic  influences is the essence of diversification. And providing
the  products  and  services  investors  require for broad diversification is an
important  part  of  what  makes  OppenheimerFunds The Right Way to Invest.

<TABLE>
<CAPTION>
Sector Weights
Percentage of Commodity-Linked Notes(4)
- ----------------------------------------------
<S>                                      <C>
Petroleum                                40.0%
- ----------------------------------------------
Agriculture                              24.6 
- ----------------------------------------------
Natural Gas                              13.4 
- ----------------------------------------------
Livestock                                12.1 
- ----------------------------------------------
Industrial Metals                         6.2 
- ----------------------------------------------
Precious Metals                           3.7 
<FN>
3.  Portfolio is subject to change. Percentages are as of February 28, 1999, and
are  dollar-weighted  based  on  total  investments.
4.  Portfolio is subject to change. Percentages are as of February 28, 1999, and
are  dollar-weighted  based  on commodity-linked notes. The Fund's allocation of
its  investments  within  each  sector  of  the  GSCI  may  differ  (at  times,
significantly)  from  the  sector  weightings  within  the  GSCI.
</FN>
</TABLE>


                         9  Oppenheimer Real Asset Fund
<PAGE>







                                   Financials








                         10  Oppenheimer Real Asset Fund

<PAGE>
Statement  of  Investments  February  28,  1999  (Unaudited)
- ------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Face     Market Value
                                                                        Amount     See Note 1
- -----------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>
Mortgage-Backed Obligations-53.2%
- -----------------------------------------------------------------------------------------------
Government Agency-43.5%
- -----------------------------------------------------------------------------------------------
FHLMC/FNMA/Sponsored-43.5%
Federal Home Loan Mortgage Corp., Collateralized Mtg.
Obligations, Gtd. Multiclass Mtg. Participation Certificates,
Series 1451, Cl. G, 7%, 9/15/06                                       $8,000,000  $   8,070,000
- -----------------------------------------------------------------------------------------------
Federal National Mortgage Assn.:
6%, 6/30/99(1)                                                         6,500,000      6,515,210
6.03%, 7/7/99(1)                                                       6,540,000      6,556,350
6.07%, 7/1/99(1)                                                       1,220,000      1,223,050
6.29%, 5/7/99(1)                                                       3,480,000      3,485,986
- -----------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Collateralized Mtg. Obligations,
Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates,
Trust 1992-188, Cl. PG, 6.65%, 1/25/17                                 3,294,747      3,299,887
- -----------------------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Interest-Only Stripped Mtg.-Backed Security:
Trust 1993-23, Cl. PN, 12.935%, 4/25/22(1)(2)                          3,624,240        978,545
Trust 1997-3, 9.001%, 3/18/26(1)(2)                                    3,424,713        719,190
- -----------------------------------------------------------------------------------------------
Government National Mortgage Assn., Interest-Only Stripped
Mtg.-Backed Security, Series 1997-5, Cl. PJ, 19.002%, 5/20/22(2)       2,442,142        238,872
                                                                                  -------------
                                                                                     31,087,090

- -----------------------------------------------------------------------------------------------
Private-9.7%
- -----------------------------------------------------------------------------------------------
Commercial-6.8%
NC Finance Trust, Collateralized Mtg. Obligations,
Series 1998-I, Cl. 1, 5%, 5/25/28(3)                                   4,104,747      3,981,605
- -----------------------------------------------------------------------------------------------
Resolution Trust Corp., Commercial Mtg. Pass-Through Certificates,
Series 1994-C2, Cl. G, 8%, 4/25/25                                       884,888        853,640
                                                                                  -------------
                                                                                      4,835,245

- -----------------------------------------------------------------------------------------------
Residential-2.9%
Salomon Brothers Mortgage Securities VII,
Series 1998-2, Cl. 1, 5%, 11/25/27(3)                                  2,146,687      2,058,136
                                                                                  -------------
Total Mortgage-Backed Obligations (Cost $38,353,598)                                 37,980,471
</TABLE>


                         11  Oppenheimer Real Asset Fund
<PAGE>

Statement  of  Investments  (Unaudited)  (Continued)
- ----------------------------------------------------

<TABLE>
<CAPTION>
                                                                           Face      Market Value
                                                                          Amount      See Note 1
- --------------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>
U.S. Government Obligations-10.5%
- --------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 6.52% Debs., 1/2/02                   $4,870,000   $   5,000,803
- --------------------------------------------------------------------------------------------------
Federal National Mortgage Assn.,
Unsec. Medium-Term Nts., 5.08%, 9/24/99                                  2,500,000       2,497,650
                                                                                     -------------
Total U.S. Government Obligations (Cost $7,502,291)                                      7,498,453

- --------------------------------------------------------------------------------------------------
Structured Instruments-24.2%
- --------------------------------------------------------------------------------------------------
AIG International, Inc., Commodity Index Excess Return
Linked Nts., 4.81%, 1/6/00(4)(7)                                         5,000,000       4,485,250
- --------------------------------------------------------------------------------------------------
Bank of America NT & SA (London Branch), Goldman Sachs
Commodity Index Excess Return Linked Nts., 4.60%, 12/23/99(5)(7)         6,500,000       3,974,750
- --------------------------------------------------------------------------------------------------
Cargill Financial Services Corp., Goldman Sachs
Commodity Index Total Return Linked Nts., 4.75%, 12/15/99(5)(7)          4,000,000       3,366,373
- --------------------------------------------------------------------------------------------------
Chase Manhattan Bank USA National Assn.,
Chase Physical Commodity Index Linked Deposit Nts.:
4.70%, 12/15/99(6)(7)                                                    2,500,000       2,229,500
5.40%, 8/30/99(6)(7)                                                     5,500,000       3,240,600
                                                                                     -------------
Total Structured Instruments (Cost $23,500,000)                                         17,296,473

- --------------------------------------------------------------------------------------------------
Repurchase Agreements-10.7%
- --------------------------------------------------------------------------------------------------
Repurchase agreement with First Chicago Capital Markets, 4.73%,
dated 2/26/99, to be repurchased at $7,602,996 on 3/1/99,
collateralized by U.S. Treasury Nts., 5.375%-7.875%, 6/30/99-2/15/07,
with a value of $7,801,428 (Cost $7,600,000)                             7,600,000       7,600,000
- --------------------------------------------------------------------------------------------------

Total Investments, at Value (Cost $76,955,889)                                98.6%     70,375,397
- --------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities                                                1.4         976,346
                                                                        -----------  -------------
Net Assets                                                                   100.0%  $  71,351,743
                                                                        ===========  =============
</TABLE>


                         12  Oppenheimer Real Asset Fund
<PAGE>

1.  Securities  with  an  aggregate  market  value  of  $18,499,786  are held in
collateralized  accounts  to  cover  initial margin requirements on open futures
sales  contracts.  See  Note  5  of  Notes  to  Financial  Statements.
2.  Interest-Only  Strips  represent  the  right to receive the monthly interest
payments  on  an  underlying  pool of mortgage loans. These securities typically
decline  in  price as interest rates decline. Most other fixed income securities
increase  in  price  when  interest  rates  decline. The principal amount of the
underlying  pool  represents  the  notional  amount on which current interest is
calculated. The price of these securities is typically more sensitive to changes
in  prepayment  rates  than traditional mortgage-backed securities (for example,
GNMA  pass-throughs).  Interest  rates  disclosed represent current yields based
upon  the  current  cost  basis  and  estimated timing and amount of future cash
flows.
3. Identifies issues considered to be illiquid or restricted-See Note 7 of Notes
to  Financial  Statements.
4.  Security  is linked to the Dow Jones-AIG Commodity Index. The index contains
commodities  from  the sectors of energy, precious metals, livestock and grains;
however,  no  related  group  of commodities may constitute more than 33% of the
index  and  no  single  commodity  may constitute less than 2% of the index. The
index  is  designed  to  provide  weightings that reflect economic significance,
diversification,  low  volatility,  annual  reweightings  and  rebalancing  and
liquidity.
5.  Security  is  linked to the Goldman Sachs Commodity Index, the Goldman Sachs
Commodity  Excess Return Index or the Goldman Sachs Commodity Index Total Return
Index.  The indexes currently contain twenty-six commodities from the sectors of
energy,  metals and agricultural products. Individual components qualify for the
inclusion  in  the index based on liquidity and are weighted by their respective
world  production  quantities.
6. Security is linked to the Chase Physical Commodity Index. The index currently
contains  nineteen  commodities  from  the sectors of energy, metals, livestock,
grain  and  fiber.  The  index  offers  a  balanced  cross-section  of  physical
commodities  and,  in  order  to  optimally  reflect real market conditions, the
weight  of  the  different  commodities may be adjusted annually in keeping with
prevailing  world  supply,  demand  and  inventory  conditions.
7. Security is leveraged, which increases the Fund's exposure to commodities and
increases  the notes' volatility relative to the face value of the security by a
weighted  average  leverage  factor  of  3.00.

See  accompanying  Notes  to  Financial  Statements.


                         13  Oppenheimer Real Asset Fund
<PAGE>

Statement  of  Assets  and  Liabilities  February  28,  1999  (Unaudited)
- -------------------------------------------------------------------------

<TABLE>
<CAPTION>
Assets
<S>                                                                    <C>
Investments, at value (including repurchase agreements of $7,600,000)
(cost $76,955,889)-see accompanying statement                          $ 70,375,397 
- ------------------------------------------------------------------------------------
Cash                                                                        393,857 
- ------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold                                                          1,056,583 
Shares of beneficial interest sold                                          361,911 
Interest and principal paydowns                                             190,650 
Daily variation on futures contracts-Note 5                                   7,912 
Other                                                                        25,691 
                                                                       -------------
Total assets                                                             72,412,001 

- ------------------------------------------------------------------------------------
Liabilities
Options written, at value (premiums received $468,530)-
see accompanying statement-Note 6                                           428,089 
- ------------------------------------------------------------------------------------
Payables and other liabilities:
Shares of beneficial interest redeemed                                      286,574 
Daily variation on futures contracts-Note 5                                 249,930 
Shareholder reports                                                          42,014 
Distribution and service plan fees                                           32,630 
Transfer and shareholder servicing agent fees                                 6,107 
Other                                                                        14,914 
                                                                       -------------
Total liabilities                                                         1,060,258 

- ------------------------------------------------------------------------------------
Net Assets                                                             $ 71,351,743 
                                                                       =============

- ------------------------------------------------------------------------------------
Composition of Net Assets
Paid-in capital                                                        $148,071,014 
- ------------------------------------------------------------------------------------
Undistributed net investment income                                         261,642 
- ------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions                (70,276,208)
- ------------------------------------------------------------------------------------
Net unrealized depreciation on investments - Notes 3 and 5               (6,704,705)
                                                                       -------------
Net assets                                                             $ 71,351,743 
                                                                       =============
</TABLE>


                         14  Oppenheimer Real Asset Fund
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                               <C>
Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of
50,457,527 and 11,548,173 shares of beneficial interest outstanding)             $4.37
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                       $4.64
- ---------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $12,275,820
and 2,807,377 shares of beneficial interest outstanding)                          $4.37
- ---------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $8,617,961
and 1,977,344 shares of beneficial interest outstanding)                          $4.36
- ---------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $435 and 100 shares of beneficial interest outstanding)             $4.35
</TABLE>

See  accompanying  Notes  to  Financial  Statements.


                         15  Oppenheimer Real Asset Fund
<PAGE>

Statement  of  Operations For the Six Months Ended February 28, 1999 (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                    <C>
- ------------------------------------------------------------------------------------
Investment Income
Interest                                                               $  2,257,104 
- ------------------------------------------------------------------------------------
Expenses
Management fees-Note 4                                                      419,260 
- ------------------------------------------------------------------------------------
Distribution and service plan fees-Note 4:
Class A                                                                      72,998 
Class B                                                                      77,391 
Class C                                                                      48,337 
- ------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees-Note 4                        130,061 
- ------------------------------------------------------------------------------------
Shareholder reports                                                          75,359 
- ------------------------------------------------------------------------------------
Custodian fees and expenses                                                  23,033 
- ------------------------------------------------------------------------------------
Legal, auditing and other professional fees                                  18,292 
- ------------------------------------------------------------------------------------
Trustees' compensation                                                        4,827 
- ------------------------------------------------------------------------------------
Other                                                                        16,472 
                                                                       -------------
Total expenses                                                              886,030 
Less expenses paid indirectly-Note 4                                         (2,110)
                                                                       -------------
Net expenses                                                                883,920 

- ------------------------------------------------------------------------------------
Net Investment Income                                                     1,373,184 

- ------------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss)
Net realized loss on:
Investments                                                             (17,877,992)
Closing of futures contracts                                             (3,768,084)
Closing and expiration of option contracts written-Note 6                  (626,990)
                                                                       -------------
Net realized loss                                                       (22,273,066)

- ------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments      2,623,206 
                                                                       -------------
Net realized and unrealized loss                                        (19,649,860)

- ------------------------------------------------------------------------------------
Net Decrease in Net Assets Resulting from Operations                   $(18,276,676)
                                                                       =============
</TABLE>

See  accompanying  Notes  to  Financial  Statements.


                         16  Oppenheimer Real Asset Fund
<PAGE>

Statements  of  Changes  in  Net  Assets

<TABLE>
<CAPTION>
                                                         Six Months Ended     Year Ended
                                                         February 28, 1999    August 31,
                                                            (Unaudited)          1998
- ------------------------------------------------------------------------------------------
<S>                                                     <C>                  <C>
Operations
Net investment income                                   $       (1,373,184   $ (4,066,912 
- ------------------------------------------------------------------------------------------
Net realized loss                                              (22,273,066)   (47,729,016)
- ------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation            2,623,206    (10,943,262)
                                                        -------------------  -------------

Net decrease in net assets resulting from operations           (18,276,676)   (54,605,366)

- ------------------------------------------------------------------------------------------
Dividends to Shareholders
Dividends from net investment income:
Class A                                                         (2,907,698)    (1,102,914)
Class B                                                           (620,048)      (441,240)
Class C                                                           (406,781)      (236,846)
Class Y                                                                (30)           (21)
- ------------------------------------------------------------------------------------------
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions-Note 2:
Class A                                                          3,527,374     61,012,518 
Class B                                                         (1,122,588)    14,242,312 
Class C                                                            990,474      6,523,710 

- ------------------------------------------------------------------------------------------
Net Assets
Total increase (decrease)                                      (18,815,973)    25,392,153 
- ------------------------------------------------------------------------------------------
Beginning of period                                             90,167,716     64,775,563 
                                                        -------------------  -------------
End of period (including undistributed net investment
income of $261,642 and $2,823,015, respectively)        $       71,351,743   $ 90,167,716 
                                                        ===================  =============
</TABLE>

See  accompanying  Notes  to  Financial  Statements.


                         17  Oppenheimer Real Asset Fund
<PAGE>

Financial  Highlights
- ---------------------

<TABLE>
<CAPTION>
                                                 Class  A
                                                 ----------------------------------
                                                 Six  Months
                                                 Ended
                                                 February  28,
                                                 1999     Year  Ended  August  31,
                                                 (Unaudited)     1998      1997(1)
- -----------------------------------------------------------------------------------
<S>                                              <C>           <C>        <C>
Per Share Operating Data
Net asset value, beginning of period             $      5.81   $  10.31   $  10.00 
- -----------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                    .10        .29        .09 
Net realized and unrealized gain (loss)                (1.26)     (4.59)       .22 
                                                 ------------  ---------  ---------

Total income (loss) from investment operations         (1.16)     (4.30)       .31 
Dividends to shareholders from net
investment income                                       (.28)      (.20)         - 
- -----------------------------------------------------------------------------------
Net asset value, end of period                   $      4.37   $   5.81   $  10.31 
                                                 ============  =========  =========

Total Return, at Net Asset Value(2)                  (20.20)%   (42.43)%      3.10%
- -----------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in thousands)         $    50,458   $ 62,568   $ 37,687 
- -----------------------------------------------------------------------------------
Average net assets (in thousands)                $    59,125   $ 59,251   $ 18,361 
- -----------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income                                3.51%(3)      4.59%   4.27%(3)
Expenses(4)                                          1.89%(3)      1.66%   1.74%(3)
- -----------------------------------------------------------------------------------
Portfolio turnover rate(5)                                29%       105%        39%
<FN>

1.  For  the  period from March 31, 1997 (commencement of operations) to August 31,
1997.
2.  Assumes a $1,000 hypothetical initial investment on the business day before the
first  day of the fiscal period (or commencement of operations), with all dividends
and  distributions  reinvested  in  additional shares on the reinvestment date, and
redemption at the net asset value calculated on the last business day of the fiscal
period. Sales charges are not reflected in the total returns. Total returns are not
annualized  for  periods  of  less  than  one  full  year.
3.  Annualized.
</FN>
</TABLE>


                         18  Oppenheimer Real Asset Fund
<PAGE>

<TABLE>
<CAPTION>
                                                 Class  B                            Class  C
                                                 Six  Months                         Six  Months
                                                 Ended                               Ended
                                                 February  28,                       February  28,
                                                 1999         Year Ended August 31,  1999          Year Ended August 31,


                                                 (Unaudited)     1998      1997(1)   (Unaudited)     1998      1997(1)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>        <C>        <C>           <C>        <C>
Per Share Operating Data
Net asset value, beginning of period             $      5.76   $  10.27   $  10.00   $      5.76   $  10.26   $  10.00 
- -----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                    .09        .28        .07           .07        .26        .08 
Net realized and unrealized gain (loss)                (1.26)     (4.62)       .20         (1.24)     (4.60)       .18 
                                                 ------------  ---------  ---------  ------------  ---------  ---------

Total income (loss) from investment operations         (1.17)     (4.34)       .27         (1.17)     (4.34)       .26 
- -----------------------------------------------------------------------------------------------------------------------
Dividends to shareholders from net
investment income                                       (.22)      (.17)         -          (.23)      (.16)         - 
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                   $      4.37   $   5.76   $  10.27   $      4.36   $   5.76   $  10.26 
                                                 ============  =========  =========  ============  =========  =========

- -----------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(2)                  (20.52)%   (42.89)%      2.70%      (20.49)%   (42.87)%      2.60%
- -----------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in thousands)         $    12,276   $ 17,357   $ 16,471   $     8,618   $ 10,243   $ 10,616 
- -----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                $    15,579   $ 22,659   $  7,388   $     9,738   $ 12,060   $  5,599 
- -----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income                                2.75%(3)      3.87%   3.35%(3)      2.74%(3)      3.87%   3.34%(3)
Expenses(4)                                          2.64%(3)      2.39%   2.56%(3)      2.64%(3)      2.38%   2.56%(3)
- -----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(5)                                29%       105%        39%           29%       105%        39%
<FN>
4.  The  expense  ratio  reflects  the  effect  of  expenses  paid  indirectly  by  the  Fund.
5.  The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market
value  of  portfolio  securities  owned during the period. Securities with a maturity or expiration date at the time of
acquisition  of  one  year  or  less  are  excluded  from  the  calculation.  Purchases  and  sales of investment
securities (excluding short-term securities) for the period ended February 28, 1999, were $22,609,885 and $32,419,045,
respectively.
</FN>
</TABLE>


                         19  Oppenheimer Real Asset Fund
<PAGE>

Financial  Highlights  (Continued)
- ----------------------------------

<TABLE>
<CAPTION>
                                                 Class  Y
                                                 ----------------------------------
                                                 Six  Months
                                                 Ended
                                                 February  28,
                                                 1999         Year Ended August 31,
                                                 (Unaudited)     1998      1997(1)
- -----------------------------------------------------------------------------------
<S>                                              <C>           <C>        <C>

Per Share Operating Data
Net asset value, beginning of period             $      5.81   $  10.31   $  10.00 
- -----------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                    .09        .42        .20 
Net realized and unrealized gain (loss)                (1.25)     (4.71)       .11 
                                                 ------------  ---------  ---------

Total income (loss) from investment operations         (1.16)     (4.29)       .31 

- -----------------------------------------------------------------------------------
Dividends to shareholders from net
investment income                                       (.30)      (.21)         - 
- -----------------------------------------------------------------------------------
Net asset value, end of period                   $      4.35   $   5.81   $  10.31 
                                                 ============  =========  =========

- -----------------------------------------------------------------------------------
Total Return, at Net Asset Value(2)                  (20.17)%   (42.38)%      3.10%
- -----------------------------------------------------------------------------------
Ratios/Supplemental Data
Net assets, end of period (in thousands)                   -   $      1   $      1 
Average net assets (in thousands)                $         1   $      1   $      1 
Ratios to average net assets:
Net investment income                                3.57%(3)      4.84%   4.75%(3)
Expenses(4)                                          1.79%(3)      1.40%   1.57%(3)
- -----------------------------------------------------------------------------------
Portfolio turnover rate(5)                                29%       105%        39%
<FN>
1.  For  the  period from March 31, 1997 (commencement of operations) to August 31,
1997.
2.  Assumes a $1,000 hypothetical initial investment on the business day before the
first  day of the fiscal period (or commencement of operations), with all dividends
and  distributions  reinvested  in  additional shares on the reinvestment date, and
redemption at the net asset value calculated on the last business day of the fiscal
period. Sales charges are not reflected in the total returns. Total returns are not
annualized  for  periods  of  less  than  one  full  year.
3.  Annualized.
4.  The  expense ratio reflects the effect of expenses paid indirectly by the Fund.
5.  The  lesser of purchases or sales of portfolio securities for a period, divided
by the monthly average of the market value of portfolio securities owned during the
period. Securities with a maturity or expiration date at the time of acquisition of
one  year  or  less  are  excluded  from  the  calculation.  Purchases and sales of
investment  securities  (excluding  short-term  securities)  for  the  period ended
February  28,  1999,  were  $22,609,885  and  $32,419,045,  respectively.

See accompanying Notes to Financial Statements.
</FN>
</TABLE>


                         20  Oppenheimer Real Asset Fund
<PAGE>
Notes to Financial Statements (Unaudited)

- --------------------------------------------------------------------------------
1.  Significant  Accounting  Policies
Oppenheimer Real Asset Fund (the Fund) is a non-diversified, open-end management
investment  company  registered  under  the  Investment  Company Act of 1940, as
amended. The Fund's objective is to seek to provide total return. The Fund seeks
its  investment  objective  by  investing  primarily  in commodity-linked hybrid
instruments  and  U.S.  government  securities. The Fund's investment advisor is
OppenheimerFunds,  Inc. (the Manager). The Sub-Advisor is Oppenheimer Real Asset
Management,  Inc.,  a  wholly  owned  subsidiary of the Advisor. The Fund offers
Class  A,  Class  B,  Class C and Class Y shares. Class A shares are sold with a
front-end  sales  charge, except for purchases greater than $1 million. Class A,
Class B and Class C shares may be subject to a contingent deferred sales charge.
All  classes  of  shares  have  identical  rights to earnings, assets and voting
privileges, except that each class has its own expenses directly attributable to
that  class  and  exclusive voting rights with respect to matters affecting that
class.  Classes  A,  B and C have separate distribution and/or service plans. No
such plan has been adopted for Class Y shares. Class B shares will automatically
convert to Class A shares six years after the date of purchase. The following is
a  summary of significant accounting policies consistently followed by the Fund.

- --------------------------------------------------------------------------------
Structured  Notes.  The  Fund invests in commodity-linked structured notes whose
market  value  and  redemption  price  are  linked  to  commodity  indices.  The
structured  notes  are leveraged, which increases the Fund's exposure to changes
in prices of the overall commodities' markets and increases the potential of the
notes'  volatility relative to the face value of the securities. Fluctuations in
value  of  these  securities  related  to the commodity exposure are recorded as
unrealized gains and losses in the accompanying financial statements. During the
six  months  ended  February  28,  1999,  the  market  value of these securities
comprised 33% of the Fund's net assets, on average, and resulted in realized and
unrealized  losses  of  $23,706,455.  The  Fund  also  hedges  a  portion of the
commodity  exposure  generated  by  these  securities,  as  discussed in Note 5.



                         21  Oppenheimer Real Asset Fund

<PAGE>
Notes  to  Financial  Statements  (Unaudited)  (Continued)

- --------------------------------------------------------------------------------
1.  Significant  Accounting  Policies  (continued)
Investment  Valuation.  Portfolio  securities are valued at the close of the New
York  Stock  Exchange  on  each  trading day. Listed and unlisted securities for
which  such  information is regularly reported are valued at the last sale price
of  the  day  or, in the absence of sales, at values based on the closing bid or
the  last  sale  price  on  the  prior  trading  day.  Long-term  and short-term
"non-money  market"  debt  securities  are valued by a portfolio pricing service
approved  by the Board of Trustees. Such securities which cannot be valued by an
approved  portfolio  pricing service are valued using dealer-supplied valuations
provided the Manager is satisfied that the firm rendering the quotes is reliable
and  that  the  quotes  reflect  current  market  value,  or  are  valued  under
consistently  applied  procedures  established  by  the  Board  of  Trustees  to
determine  fair  value  in  good  faith.  Short-term  "money  market  type" debt
securities having a remaining maturity of 60 days or less are valued at cost (or
last  determined  market  value)  adjusted  for  amortization to maturity of any
premium  or  discount.  Options are valued based upon the last sale price on the
principal  exchange  on  which  the  option  is traded or, in the absence of any
transactions  that day, the value is based upon the last sale price on the prior
trading  date  if  it  is  within  the  spread between the closing bid and asked
prices.  If  the last sale price is outside the spread, the closing bid is used.

- --------------------------------------------------------------------------------
Repurchase  Agreements.  The  Fund requires the custodian to take possession, to
have  legally  segregated  in  the  Federal Reserve Book Entry System or to have
segregated  within  the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to  be  at least 102% of the resale price at the time of purchase. If the seller
of  the  agreement  defaults and the value of the collateral declines, or if the
seller  enters  an  insolvency  proceeding,  realization  of  the  value  of the
collateral  by  the  Fund  may  be  delayed  or  limited.

- --------------------------------------------------------------------------------
Allocation  of  Income, Expenses, Gains and Losses. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each  class  of  shares  based  upon  the  relative  proportion  of  net  assets
represented  by  such  class.  Operating  expenses  directly  attributable  to a
specific  class  are  charged  against  the  operations  of  that  class.



                         22  Oppenheimer Real Asset Fund

<PAGE>
- --------------------------------------------------------------------------------
Federal  Taxes.  The  Fund  intends to continue to comply with provisions of the
Internal  Revenue  Code  applicable  to  regulated  investment  companies and to
distribute  all  of  its  taxable  income,  including  any  net realized gain on
investments  not  offset  by  loss  carryovers,  to  shareholders. Therefore, no
federal  income  or excise tax provision is required. As of August 31, 1998, the
Fund  had  available  for  federal  income  tax  purposes an unused capital loss
carryover  of  approximately  $49,041,000,  which  expires  in  2006.

- --------------------------------------------------------------------------------
Distributions  to Shareholders. The Fund intends to declare dividends separately
For Class A, Class B, Class  C  and  Class  Y  shares from net investment income
annually.  Beginning  March 1999, the Fund will declare dividends separately for
Class  A,  Class  B,  Class  C  and  Class  Y  shares from net investment income
quarterly. Distributions from net realized gains on investments, if any, will be
declared  at  least  once  each  year.

- --------------------------------------------------------------------------------
Classification  of  Distributions  to Shareholders. Net investment income (loss)
and net realized gain (loss) may differ for financial statement and tax purposes
primarily  because  of  paydown gains and losses. The character of distributions
made during the year from net investment income or net realized gains may differ
from its ultimate characterization for federal income tax purposes. Also, due to
timing  of  dividend  distributions,  the  fiscal  year  in  which  amounts  are
distributed may differ from the fiscal year in which the income or realized gain
was  recorded  by  the  Fund.

- --------------------------------------------------------------------------------
Other. Investment transactions are accounted for on the date the investments are
purchased  or  sold  (trade  date)  and  dividend  income  is  recorded  on  the
ex-dividend date. Discount on securities purchased is amortized over the life of
the  respective  securities, in accordance with federal income tax requirements.
Realized  gains  and  losses  on  investments and options written and unrealized
appreciation  and depreciation are determined on an identified cost basis, which
is  the  same  basis  used  for  federal  income  tax  purposes.
     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and the reported amounts of income and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.


                         23  Oppenheimer Real Asset Fund
<PAGE>
Notes  to  Financial  Statements  (Unaudited)  (Continued)

- --------------------------------------------------------------------------------
2.  Shares  of  Beneficial  Interest
The Fund has authorized an unlimited number of no par value shares of beneficial
interest  of  each  class. Transactions in shares of beneficial interest were as
follows:

<TABLE>
<CAPTION>
                              Six Months Ended               Year Ended
                              February 28, 1999            August 31, 1998
                         --------------------------  --------------------------
                           Shares        Amount        Shares        Amount
- -------------------------------------------------------------------------------
<S>                      <C>          <C>            <C>          <C>
Class A:
Sold                      5,695,371   $ 30,227,878   11,980,392   $101,952,769 
Dividends reinvested        581,217      2,667,787      111,164      1,045,978 
Redeemed                 (5,493,773)   (29,368,291)  (4,981,608)   (41,986,229)
                         -----------  -------------  -----------  -------------
Net increase                782,815   $  3,527,374    7,109,948   $ 61,012,518 
                         ===========  =============  ===========  =============


- -------------------------------------------------------------------------------
Class B:
Sold                        520,788   $  2,765,846    2,490,310   $ 22,171,281 
Dividends reinvested        119,697        550,607       42,367        397,911 
Redeemed                   (845,295)    (4,439,041)  (1,124,288)    (8,326,880)
                         -----------  -------------  -----------  -------------
Net increase (decrease)    (204,810)  $ (1,122,588)   1,408,389   $ 14,242,312 
                         ===========  =============  ===========  =============


- -------------------------------------------------------------------------------
Class C:
Sold                        572,550   $  2,978,004    1,579,842   $ 13,009,004 
Dividends reinvested         82,781        379,966       24,009        227,456 
Redeemed                   (456,680)    (2,367,496)    (860,150)    (6,712,750)
                         -----------  -------------  -----------  -------------
Net increase                198,651   $    990,474      743,701   $  6,523,710 
                         ===========  =============  ===========  =============
</TABLE>

- --------------------------------------------------------------------------------
3.  Unrealized  Gains  and  Losses  on  Investments
As  of February 28, 1999, net unrealized depreciation on investments and options
written  of  $6,540,051 was composed of gross appreciation of $85,714, and gross
depreciation  of  $6,625,765.

- --------------------------------------------------------------------------------
4.  Management  Fees  and  Other  Transactions  with  Affiliates
Management  fees  paid  to  the  Manager  were in accordance with the investment
advisory  agreement  with the Fund which provides for a fee of 1.0% of the first
$200 million of average net assets, 0.90% of the next $200 million, 0.85% of the
next  $200  million,  0.80% of the next $200 million, and 0.75% of net assets in
excess  of  $800 million. Under the Sub-Advisory Agreement, the Manager pays the
Sub-Advisor  the  following  annual  fees:  0.50%  of  the first $200 million of
average  net  assets,  0.45%  of  the next $200 million, 0.425% of the next $200
million,  0.40% of the next $200 million, and 0.375% of the net assets in excess
of $800 million. The Fund's management fee for the six months ended February 28,
1999  was  1.00%  of  average  annual  net  assets  for  each  class  of shares.


                         24  Oppenheimer Real Asset Fund
<PAGE>


- --------------------------------------------------------------------------------
For  the  six months ended February 28, 1999, commissions (sales charges paid by
investors)  on  sales  of  Class  A shares totaled $87,952, of which $26,650 was
retained  by  OppenheimerFunds  Distributor,  Inc.  (OFDI),  a subsidiary of the
Advisor,  as  general  distributor,  and  by  an affiliated broker/dealer. Sales
charges advanced to broker/dealers by OFDI on sales of the Fund's Class A, Class
B  and  Class  C  shares  totaled $4,985, $48,459 and $23,524, respectively. The
amount paid to an affiliated broker/dealer for Class B shares was $3,042. During
the  six months ended February 28, 1999, OFDI received contingent deferred sales
charges  of  $52,749  and  $2,834,  respectively, upon redemption of Class B and
Class  C  shares  as reimbursement for sales commissions advanced by OFDI at the
time  of  sale  of  such  shares.
     OppenheimerFunds Services (OFS), a division of the Manager, is the transfer
and  shareholder servicing agent for the Fund and other Oppenheimer funds. OFS's
total  costs  of  providing  such services are allocated ratably to these funds.
     Expenses  paid  indirectly  represent  a  reduction  of  custodian fees for
earnings  on  cash  balances  maintained  by  the  Fund.
     The  Fund  has  adopted a Service Plan for Class A shares to reimburse OFDI
for  a portion of its costs incurred in connection with the personal service and
maintenance  of  shareholder accounts that hold Class A shares. Reimbursement is
made quarterly at an annual rate that may not exceed 0.25% of the average annual
net assets of Class A shares of the Fund. OFDI uses the service fee to reimburse
brokers, dealers, banks and other financial institutions quarterly for providing
personal  service and maintenance of accounts of their customers that hold Class
A  shares. During the six months ended February 28, 1999, OFDI paid $1,602 to an
affiliated  broker/dealer  as  reimbursement  for  Class  A personal service and
maintenance  expenses.
     The Fund has adopted Distribution and Service Plans for Class B and Class C
shares  to  compensate  OFDI  for  its costs in distributing Class B and Class C
shares  and  servicing  accounts.  Under the Plans, the Fund pays OFDI an annual
asset-based sales charge of 0.75% per year on Class B and Class C shares for its
services rendered in distributing Class B and Class C shares. OFDI also receives
a  service  fee  of  0.25% per year to compensate dealers for providing personal
services for accounts that hold Class B and Class C shares. Each fee is computed
on  the average annual net assets of Class B or Class C shares, determined as of
the close of each regular business day. During the six months ended February 28,
1999, OFDI retained $68,306 and $40,497, respectively, as compensation for Class
B  and  Class C sales commissions and service fee advances, as well as financing
costs. If either Plan is terminated by the Fund, the Board of Trustees may allow
the  Fund  to  continue  payments  of  the  asset-based sales charge to OFDI for
distributing  shares  before  the  Plan was terminated. As of February 28, 1999,
OFDI  had  incurred  excess  distribution  and servicing costs of $1,364,148 for
Class  B and  $50,119  for  Class  C.


                         25  Oppenheimer Real Asset Fund
<PAGE>
Notes  to  Financial  Statements  (Unaudited)  (Continued)

- --------------------------------------------------------------------------------
5.  Futures  Contracts
The  Fund  may  buy  and  sell futures contracts, primarily to hedge the various
commodities  exposures  inherent  in  its  holdings of structured notes that are
linked  to  commodities  indices.  The  Fund  may  also buy or write put or call
options  on  these  futures  contracts.
     The  Fund  generally  sells futures contracts to hedge against increases in
interest  rates  or  decreases  in  commodity  prices and the resulting negative
effect  on  the  value  of  fixed  rate  portfolio securities. The Fund may also
purchase  futures  contracts without owning the underlying fixed-income security
as an efficient or cost effective means to gain exposure to changes in commodity
prices.  The Fund will then either purchase the underlying fixed-income security
or  close  out  the  futures  contract.
     Upon  entering  into  a  futures  contract, the Fund is required to deposit
either  cash  or  securities  (initial  margin)  in an amount equal to a certain
percentage  of  the  contract  value. Subsequent payments (variation margin) are
made  or  received by the Fund each day. The variation margin payments are equal
to  the daily changes in the contract value and are recorded as unrealized gains
and  losses.  The  Fund  recognizes a realized gain or loss when the contract is
closed  or  expires.
     Securities  held  in  collateralized  accounts  to  cover  initial  margin
requirements  on  open  futures  contracts  are  noted  in  the  Statement  of
Investments.  The  Statement  of Assets and Liabilities reflects a receivable or
payable  for  the  daily  mark  to  market  for  variation  margin.
     Risks  of entering into futures contracts (and related options) include the
possibility  that there may be an illiquid market and that a change in the value
of  the  contract  or  option may not correlate with changes in the value of the
underlying  securities.


                         26  Oppenheimer Real Asset Fund
<PAGE>

- --------------------------------------------------------------------------------
As  of February 28, 1999, the Fund had outstanding futures contracts as follows:

<TABLE>
<CAPTION>
                                                                    Unrealized
                       Expiration  Number of   Valuation as of     Appreciation
Contract Description      Date     Contracts  February 28, 1999   (Depreciation)
- ---------------------  ----------  ---------  ------------------  ---------------
<S>                    <C>         <C>        <C>                 <C>

Contracts to Purchase
- ---------------------                                                            
COMMODITIES
Agriculture
Corn                         9/99         45  $          504,563  $      (17,439)
Energy
Crude Oil                    3/99         45             552,150          (4,600)
Crude Oil                    2/00        100           1,341,000           9,500 
Crude Oil                   11/99        119           1,563,660          54,670 
Gasoline                     3/99         75           1,196,370          19,845 
Heating Oil                  3/99         75           1,019,655          26,670 
Natural Gas                  3/99         90           1,465,200         (79,300)
Natural Gas                 12/99        100           2,330,000         (32,500)
Natural Gas                  6/99        100           1,743,000        (113,250)
                                                                  ---------------
                                                                        (136,404)
                                                                  ---------------

Contracts to Sell
- ---------------------                                                            
COMMODITIES
Industrial Metals
Aluminum                     5/99         30             889,125            (375)
Precious Metals
Silver                       5/99         50           1,407,500         (27,875)
                                                                  ---------------
                                                                         (28,250)
                                                                  ---------------
                                                                  $     (164,654)
                                                                  ===============
</TABLE>


                         27  Oppenheimer Real Asset Fund
<PAGE>
Notes  to  Financial  Statements  (Unaudited)  (Continued)

- --------------------------------------------------------------------------------
6.  Option  Activity
The  Fund  may  buy and sell put and call options, or write put and covered call
options  on  portfolio  securities  in  order to produce incremental earnings or
protect  against  changes  in  the  value  of  portfolio  securities.
     The  Fund generally purchases put options or writes covered call options to
hedge  against  adverse  movements  in  the value of portfolio holdings. When an
option  is written, the Fund receives a premium and becomes obligated to sell or
purchase  the  underlying  securities  at  a  fixed  price, upon exercise of the
option.
     Options  are  valued  daily based upon the last sale price on the principal
exchange  on  which  the  option  is  traded  and  unrealized  appreciation  or
depreciation  is  recorded.  The  Fund  will  realize  a  gain  or loss upon the
expiration  or  closing  of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put  option,  or  the cost of the security for a purchased put or call option is
adjusted  by  the  amount  of  premium  received  or  paid.
     Securities  designated  to  cover outstanding call options are noted in the
Statement  of  Investments  where applicable. Shares subject to call, expiration
date,  exercise  price,  premium  received  and  market  value are detailed in a
footnote  to  the  Statement  of  Investments. Options written are reported as a
liability  in  the  Statement  of  Assets  and Liabilities. Gains and losses are
reported  in  the  Statement  of Operations.
     The risk in writing a call option is that the Fund gives up the opportunity
for  profit if the  market  price of the  security  increases  and the option is
exercised. The risk in writing a put option is that the Fund may incur a loss if
the market price of the security decreases and the option is exercised. The risk
in buying an option is that the Fund pays a premium whether or not the option is
exercised. The Fund also has the additional risk of not being able to enter into
a closing transaction if a liquid secondary market does not exist.

Written  option  activity  for  the  six  months ended February 28, 1999, was as
follows:

<TABLE>
<CAPTION>
                           Call Options                Put Options
                           --------------------------  -------------------------
                             Number of     Amount of    Number of     Amount of
                              Options      Premiums      Options      Premiums
- --------------------------------------------------------------------------------
<S>                        <C>            <C>          <C>           <C>
Options outstanding as of
August 31, 1998                       -   $        -           100   $ ( 95,750 
Options written                     100       72,500         1,350    1,003,750 
Options closed or expired          (100)     (72,500)       (1,008)    (630,970)
                           -------------  -----------  ------------  -----------
Options outstanding as of
February 28, 1999                     -   $        -           442   $  468,530 
                           =============  ===========  ============  ===========
</TABLE>


                         28  Oppenheimer Real Asset Fund
<PAGE>

- --------------------------------------------------------------------------------
7.  Illiquid  and  Restricted  Securities
As  of  February  28,  1999,  investments in securities included issues that are
illiquid  or  restricted.  Restricted  securities are often purchased in private
placement transactions, are not registered under the Securities Act of 1933, may
have  contractual  restrictions on resale, and are valued under methods approved
by  the Board of Trustees as reflecting fair value. A security may be considered
illiquid  if  it  lacks  a  readily available market or if its valuation has not
changed  for  a  certain period of time. The Fund intends to invest no more than
10%  of  its  net  assets  (determined  at  the  time  of  purchase and reviewed
periodically)  in  illiquid  or  restricted  securities.  Certain  restricted
securities,  eligible  for  resale to qualified institutional investors, are not
subject  to that limit. The aggregate value of illiquid or restricted securities
subject  to  this  limitation  as  of  February  28, 1999, was $6,039,741, which
represents  8.46%  of  the  Fund's  net  assets.

- --------------------------------------------------------------------------------
8.  Bank  Borrowings
The  Fund  may borrow from a bank for temporary or emergency purposes including,
without  limitation,  funding of shareholder redemptions provided asset coverage
for  borrowings  exceeds  300%.  The  Fund  has  entered into an agreement which
enables  it  to participate with other Oppenheimer funds in an unsecured line of
credit  with  a bank, which permits borrowings up to $400 million, collectively.
Interest  is  charged  to each fund, based on its borrowings, at a rate equal to
the  Federal  Funds  Rate  plus 0.35%. Borrowings are payable 30 days after such
loan  is  executed.  The  Fund  also pays a commitment fee equal to its pro rata
share  of  the  average  unutilized  amount  of the credit facility at a rate of
0.0575%  per  annum.
     The Fund had no borrowings outstanding during the six months ended February
28,  1999.


                         29  Oppenheimer Real Asset Fund
<PAGE>
<TABLE>
<CAPTION>
Oppenheimer  Real  Asset  Fund
<S>                      <C>
- --------------------------------------------------------------------------------
Officers and Trustees    James C. Swain, Chairman and Chief Executive Officer
                         Bridget A. Macaskill, Trustee and President
                         Robert G. Avis, Trustee
                         William A. Baker, Trustee
                         Charles Conrad, Jr., Trustee
                         Jon S. Fossel, Trustee
                         Sam Freedman, Trustee
                         Raymond J. Kalinowski, Trustee
                         C. Howard Kast, Trustee
                         Robert M. Kirchner, Trustee
                         Ned M. Steel, Trustee
                         George C. Bowen, Trustee, Vice President, Treasurer and
                         Assistant Secretary
                         Andrew J. Donohue, Vice President and Secretary
                         Mark J.P. Anson, Vice President
                         Russell Read, Sr. Vice President
                         Robert J. Bishop, Assistant Treasurer
                         Scott T. Farrar, Assistant Treasurer
                         Robert G. Zack, Assistant Secretary

- --------------------------------------------------------------------------------
Investment Advisor       OppenheimerFunds, Inc.

- --------------------------------------------------------------------------------
Sub-Advisor              Oppenheimer Real Asset Management, Inc.

- --------------------------------------------------------------------------------
Distributor              OppenheimerFunds Distributor, Inc.

- --------------------------------------------------------------------------------
Transfer and Shareholder OppenheimerFunds Services
Servicing Agent

- --------------------------------------------------------------------------------
Custodian of             The Bank of New York
Portfolio Securities

- --------------------------------------------------------------------------------
Independent Auditors     Deloitte & Touche LLP

- --------------------------------------------------------------------------------
Legal Counsel            Myer, Swanson, Adams & Wolf, P.C.

- --------------------------------------------------------------------------------
Special Counsel          Kramer, Levin, Naftalis & Frankel
                         The financial statements included herein have been taken from the
                         records of the Fund without examination of the independent auditors.
                         This is a copy of a report to shareholders of Oppenheimer Real Asset
                         Fund. This report must be preceded or accompanied by a Prospectus
                         of Oppenheimer Real Asset Fund. For material information
                         concerning the Fund, see the Prospectus.
                         Shares of Oppenheimer funds are not deposits or obligations of any
                         bank, are not guaranteed by any bank, are not insured by the FDIC or
                         any other agency, and involve investment risks, including the
                         possible loss of the principal amount invested.
</TABLE>

                         30  Oppenheimer Real Asset Fund
<PAGE>

OppenheimerFunds  Family
- ------------------------

<TABLE>
<CAPTION>
<S>                           <C>                             <C>
- -----------------------------------------------------------------------------------------
Real Asset Funds
- -----------------------------------------------------------------------------------------
Real Asset Fund               Gold & Special Minerals Fund

- -----------------------------------------------------------------------------------------
Global Stock Funds
- -----------------------------------------------------------------------------------------
Developing Markets Fund       International Growth Fund       Global Growth & Income Fund
International Small           Global Fund                     Europe Fund
 Company Fund                 Quest Global Value Fund

- -----------------------------------------------------------------------------------------
Stock Funds
- -----------------------------------------------------------------------------------------
Enterprise Fund               MidCap Fund                     Growth Fund
Discovery Fund                Capital Appreciation Fund       Large Cap Growth Fund
Quest Small Cap Value Fund    Quest Capital Value Fund        Disciplined Value Fund
                                                              Quest Value Fund

- -----------------------------------------------------------------------------------------
Stock & Bond Funds
- -----------------------------------------------------------------------------------------
Main Street Growth &          Total Return Fund               Multiple Strategies Fund
 Income Fund(1)               Quest Balanced                  Disciplined Allocation Fund
Quest Opportunity              Value Fund                     Convertible Securities Fund
 Value Fund                   Capital Income Fund(2)
- -----------------------------------------------------------------------------------------
Taxable Bond Funds
- -----------------------------------------------------------------------------------------
International Bond Fund       Champion Income Fund            U.S. Government Trust
World Bond Fund               Strategic Income Fund           Limited-Term Government Fund
High Yield Fund               Bond Fund

- -----------------------------------------------------------------------------------------
Municipal Bond Funds
- -----------------------------------------------------------------------------------------
California Municipal Fund(3)  Pennsylvania Municipal Fund(3)  Rochester Division:
Florida Municipal Fund(3)     Municipal Bond Fund             Rochester Fund Municipals
New Jersey Municipal Fund(3)  Insured Municipal Fund          Limited Term New York
New York Municipal Fund(3)    Intermediate Municipal Fund      Municipal Fund

- -----------------------------------------------------------------------------------------
Money Market Funds(4)
- -----------------------------------------------------------------------------------------
Money Market Fund           Cash Reserves
<FN>
1.  On  12/22/98, the Fund's name was changed from "Main Street Income & Growth Fund."
2.  On  4/1/99,  the  Fund's  name  was  changed  from  "Equity  Income  Fund."
3.  Available  only  to  investors  in  certain  states.
4.  An  investment  in  money  market  funds  is neither insured nor guaranteed by the
Federal  Deposit  Insurance Corporation or any other government agency. Although these
funds  may  seek  to  preserve  the value of your investment at $1.00 per share, it is
possible  to  lose  money  by  investing  in  these  funds.
Oppenheimer  funds  are  distributed  by OppenheimerFunds Distributor, Inc., Two World
Trade  Center,
New  York,  NY  10048-0203.
  Copyright  1999  OppenheimerFunds,  Inc.  All  rights  reserved.
</FN>
</TABLE>


                         31  Oppenheimer Real Asset Fund
<PAGE>

Information  and  services
- --------------------------
As  an  Oppenheimer  fund shareholder, you have some special privileges. Whether
it's  automatic investment plans, informative newsletters and hotlines, or ready
account access, you can benefit from services designed to make investing simple.
     And  when  you  need  help, our Customer Service Representatives are only a
toll-free  phone  call away. They can provide information about your account and
handle  administrative  requests.  You can reach them at our General Information
number.
     When  you  want  to make a transaction, you can do it easily by calling our
toll-free  Telephone  Transactions  number  or  by visiting our website. And, by
enrolling  in  AccountLink,  a  convenient service that "links" your Oppenheimer
funds  accounts  and  your  bank  checking  or  savings account, you can use the
Telephone  Transactions  number  or  website  to  make  investments.
     For  added  convenience,  you  can  get  automated  information  with
OppenheimerFunds  PhoneLink  service,  available  24 hours a day, 7 days a week.
PhoneLink  gives  you  access  to  a  variety  of  fund,  account,  and  market
information.  Of  course,  you  can  always  speak  with  a  Customer  Service
Representative  during  the  General  Information  hours  shown  at  the  left.
     You  can  count  on  us  whenever  you  need  assistance.  That's  why  the
International  Customer  Service  Association,  an  independent,  nonprofit
organization  made  up  of  over 3,200 customer service management professionals
from  around  the  country,  honored  the  Oppenheimer  funds'  transfer  agent,
OppenheimerFunds  Services,  with  their  Award  of  Excellence  in  1993.
     So  call  us  today,  or  visit  us  at  our  website  at
www.oppenheimerfunds.com-we're  here  to  help.

                                                                OppenheimerFunds
                                                               Distributor, Inc.

Internet
24-hr  access  to  account  information.  Online
transactions  now  available
www.oppenheimerfunds.com

General  Information
Mon-Fri  8:30am-9pm  ET
Sat  10am-4pm  ET
1-800-525-7048

Account  Transactions
Mon-Fri  8:30am-9pm  ET
Sat  10am-4pm  ET
1-800-852-8457

PhoneLink
24-hr  automated  information
and  automated  transactions
1-800-533-3310

Telecommunication  Device
for  the  Deaf  (TDD)
Mon-Fri  8:30am-6pm  ET
1-800-843-4461

OppenheimerFunds
Information  Hotline
24  hours  a  day, timely and insightful messages on the economy and issues that
affect  your  investments
1-800-835-3104


                         32  Oppenheimer Real Asset Fund


RS 0735.col.0299    April 29, 1999


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