OppenheimerFunds, Inc.
2 World Trade Center
New York, New York 10048
May 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oppenheimer Senior Floating Rate Fund
Reg. No. 333-82579
Sec File No. 811-09373
To the Securities and Exchange Commission:
On behalf of Oppenheimer Senior Floating Rate Fund (the "Fund") and
pursuant to Rule 486 under the Securities Act of 1933, as amended, and in
connection with the Fund's Registration Statement on Form N-2 under the
Securities Act of 1933 which also constitutes Amendment No. 3 to the Fund's
Registration Statement under the Investment Company Act of 1940, as amended, the
undersigned counsel, who prepared such Registration Statement, hereby represents
to the Commission that such Registration Statement does not contain any
disclosures that would render it ineligible to become effective pursuant to
paragraph (b) of Rule 486.
Very truly yours,
/s/ Deborah A. Sullivan
Deborah A. Sullivan
Assistant Vice President and
Assistant Counsel
n1a\291\DSullivan opinion amend3
