OPPENHEIMER HIGH YIELD FUND INC
485B24E, 1997-01-22
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Katherine P. Feld                  [logo] OppenheimerFunds
Vice President &
Associate Counsel                         OppenheimerFunds, Inc.
                                          Two World Trade Center
                                          New York, NY  10048-0203
                                          212 323-0200



                                          January 22, 1997


VIA EDGAR
SEC Filer Support
Mail Stop 0-7, Securities Operation Center
6432 General Green Way
Alexandria, VA  22312

Attn:  Mr. Frank Donaty, Jr.

                  Re:      Oppenheimer High Yield Fund
                           Reg. No. 2-62076, File No. 811-2849

To the Securities and Exchange Commission:

                  An electronic  filing is hereby made on behalf of  Oppenheimer
High Yield Fund (the  "Fund").  The filing is made  pursuant to paragraph (b) of
Rule 485 under the Securities Act of 1933 and shall be effective when filed,  as
designated on the facing page of Form N-1A. The filing  includes  Post-Effective
Amendment  No. 37 to the  registration  statement of the Fund  together with the
representation of counsel required by that Rule.

                  The purpose of the  Amendment  is to amend the facing sheet of
the  registration  statement to register an additional  48,796 Class A shares of
the Fund, which shares were redeemed during the fiscal year ended June 30, 1996,
and had not been  previously  used for  reductions  pursuant to paragraph (a) of
Rule 24e-2 or paragraph (c) of Rule 24f-2.  The offering price of $14.67 was the
price in effect at the close of business January 9, 1997.

                                   Very truly yours,

                                   /s/ Katherine P. Feld

                                   Katherine P. Feld
                                   Vice President &
                                   Associate Counsel
                                   (212) 323-0252
KPF/gl
cc (w/attachment):  Allan Adams, Esq.
                    Stuart Opp (Deloitte & Touche)
                    Robert Bishop
                    Gloria LaFond

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<PAGE>




                                                       Registration No. 2-62076
                                                              File No. 811-2849

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC. 20549
                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     /X/

         PRE-EFFECTIVE AMENDMENT NO. __                                     / /

         POST-EFFECTIVE AMENDMENT NO. 37                                    /X/

                                     and/or

EGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
  OF 1940                                                                   / /

         AMENDMENT NO.__                                                    / /

                           OPPENHEIMER HIGH YIELD FUND
- -------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

                6803 South Tucson Way, Englewood, Colorado 80112
- -------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                                  1-303-671-3200
- ------------------------------------------------------------------
                         (Registrant's Telephone Number)

                             ANDREW J. DONOHUE, ESQ.
                             OppenheimerFunds, Inc.
              Two World Trade Center, New York, New York 10048-0203
- ------------------------------------------------------------------
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

   /X/ immediately upon filing pursuant to paragraph (b)

   / / on __________, pursuant to paragraph (b)

   / / 60 days after filing pursuant to paragraph (a)(1)

   / / on ________, pursuant to paragraph (a)(1)

   / / 75 days after filing, pursuant to paragraph (a)(2)

   / / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -------------------------------------------------------------------
The  Registrant  has  registered  an  indefinite  number  of  shares  under  the
Securities Act of 1933 pursuant to Rule 24f-2  promulgated  under the Investment
Company Act of 1940. A Rule 24f-2 Notice for the Registrant's  fiscal year ended
June 30, 1996 was filed on August 23, 1996.


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



For the  registration  under the Securities Act of 1933 of shares of Oppenheimer
High Yield Fund, an open-end management investment company.

A.     Title and amount of shares being registered (number of shares
       or other units):

              Additional  48,796  Class  A  shares  of  beneficial  interest  of
              Oppenheimer High Yield Fund.

B.     Proposed aggregate offering price to the public of the shares
       being registered:

              $715,837 based upon the offering price of $14.67 per Class A share
              at January 9, 1997(1).






- ---------------

(1)The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940. The total number of Class A
shares sold during the previous  fiscal year of the Fund ended June 30, 1996 was
19,901,989 shares were reinvested  dividends.  No redeemed or repurchased shares
have been used for  reductions  pursuant to  paragraph  (a) of Rule 24e-2 in any
previous  filing of  Post-Effective  Amendments  during the current fiscal year;
24,448,371  shares were used for  reductions  pursuant to paragraph  (c) of Rule
24f-2.  The  amount  of  redeemed  or  repurchased  shares  being  used for such
reduction in this amendment is 48,796.


<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Registration  Statement  pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of New York and State of New York on the 22ns day of January, 1997.

                     OPPENHEIMER HIGH YIELD FUND


                     By: /s/ Bridget A. Macaskill           *
                     ---------------------------------------
                         Bridget A. Macaskill, President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement  has been signed below by the following  persons in the  capacities on
the dates indicated:

<TABLE>
<S>                              <C>                       <C>
Signatures                       Title                     Date
- ----------                       -----                     ----
/s/ James C. Swain*              Chairman, Trustee         January 22, 1997
- -------------------              and Principal
James C. Swain                   Executive Officer

/s/ George C. Bowen*             Treasurer and             January 22, 1997
- -----------------                Principal Financial
George C. Bowen                  and Accounting Officer

/s/ Bridget A. Macaskill*        President                 January 22, 1997
- ------------------------
Bridget A. Macaskill

/s/ Robert G. Avis*              Trustee                   January 22, 1997
- -------------------
Robert G. Avis

/s/ William A. Baker*            Trustee                   January 22, 1997
- ---------------------
William A. Baker

/s/ Charles Conrad, Jr.*         Trustee                   January 22, 1997
- -----------------------
Charles Conrad, Jr.

/s/ Sam Freedman*                Trustee                   January 22, 1997
- ----------------
Sam Freedman

/s/ Raymond J. Kalinowski*       Trustee                   January 22, 1997
- -------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast*              Trustee                   January 22, 1997
- -------------------
C. Howard Kast

/s/ Robert M. Kirchner*          Trustee                   January 22, 1997
- ----------------------
Robert M. Kirchner

/s/ Ned M. Steel*                Trustee                   January 22, 1997
- ----------------
Ned M. Steel


*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>

<PAGE>


Katherine P. Feld                  [logo] OppenheimerFunds
Vice President &
Associate Counsel                         OppenheimerFunds, Inc.
                                          Two World Trade Center
                                          New York, NY  10048-0203
                                          212 323-0200




                                          January 22, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

                  Re:      Oppenheimer High Yield Fund
                           Reg. No. 2-62076, File No. 811-2849
                           Written Representation of Counsel

To the Securities and Exchange Commission:

                  Pursuant to paragraph (e) of Rule 485 under the Securities Act
of  1933,   and  in  connection   with  an  Amendment  on  Form  N-1A  which  is
Post-Effective  Amendment No. 37 to the 1933 Act  Registration  Statement of the
above Fund,  the  undersigned  counsel,  who  prepared  such  Amendment,  hereby
represents to the  Commission for filing with such Amendment that said Amendment
does not  contain  disclosures  which  would  render  it  ineligible  to  become
effective pursuant to paragraph (b) of said Rule 485.

                                             Very truly yours,

                                             /s/ Katherine P. Feld


                                             Katherine P. Feld
                                             Vice President &
                                             Associate Counsel

KPF/gl







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