OPPENHEIMER TRINITY VALUE FUND
485APOS, EX-99, 2000-12-22
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                        OPPENHEIMER TRINITY VALUE FUND
                   Class N Share Certificate (8-1/2" x 11")


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

(upper left corner, box with heading: NUMBER [of shares]
                                 (upper  right  corner)   [share   certificate
no.] XX-000000
                                 (upper right box,  CLASS N SHARES below cert.
no.)
                                 (centered below boxes)

                        OPPENHEIMER TRINITY VALUE FUND
                        A MASSACHUSETTS BUSINESS TRUST

(at left)  THIS IS TO CERTIFY THAT              (at right) SEE REVERSE FOR
                                                      CERTAIN DEFINITIONS
                                                (box with number) CUSIP

(at left)  is the owner of

         (centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST

                        OPPENHEIMER TRINITY VALUE 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)                               Dated:      (at right of seal)

(signature)                                     (signature)

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



<PAGE>


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

                        OPPENHEIMER TRINITY VALUE FUND
                                     SEAL
                                     2000
                         COMMONWEALTH OF MASSACHUSETTS


(at lower right, printed vertically)            Countersigned
                                    OPPENHEIMERFUNDS SERVICES
                                    [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                    Denver (CO.) Transfer Agent

                                    By ____________________________
                                          Authorized Signature


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

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

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC -    as joint tenants with
                        rights of suvivorship 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 on above list.

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

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





<PAGE>


(Please print or type name and address of assignee)

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

Dated: ______________________

                              Signed: __________________________

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

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


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

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

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




                   THIS SPACE MUST NOT BE COVERED IN ANY WAY





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