OPPENHEIMER MIDCAP VALUE FUND
N-1A, EX-99, 2001-01-05
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                          OPPENHEIMER MIDCAP VALUE FUND
                    Class A 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 A SHARES below cert. no.)

            (centered below boxes)
                  Oppenheimer MidCap 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 A SHARES OF BENEFICIAL INTEREST, par value $.001
per share

                          OPPENHEIMER MIDCAP 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)

Brian W. Wixted                           Bridget A. Macaskill
-----------------------                   -------------------
Treasurer                                 President



<PAGE>


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

                          OPPENHEIMER MIDCAP 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  survivorship  and not as tenants in
common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                    (Cust)                        (Minor)

                              UNDER UGMA/UTMA ___________________
                                                      (State)


Additional abbreviations may also be used though not 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)



(Please print or type name and address of assignee)



<PAGE>


________________________________________________Class  A  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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