Katherine P. Feld [logo]
Vice President & OppenheimerFunds
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
Tel 212 323 0200
May 7, 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: Panorama Series Funds, Inc.
Reg. No. 2-73969, File No. 811-3255
To the Securities and Exchange Commission:
An electronic filing is hereby made on behalf of Panorama
Series Funds, Inc. (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. 26 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 1,487,216
shares of Government Securities Portfolio, a series of Panorama
Series Funds, Inc. Such shares were redeemed during the fiscal
year ended December 31, 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 $1.03 was the price in effect
for shares of Government Securities Portfolio at the close of
business May 2, 1997.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc(w/attachment): Allan B. Adams, Esq.
Robert Bishop
Gloria LaFond
sec/panorama.24e
<PAGE>
Registration No. 2-73969
File No. 811-3255
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. 26 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 / /
AMENDMENT NO. ___ / /
PANORAMA SERIES FUNDS, INC.
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
6801 South Tucson Way, Englewood, Colorado 80112
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
1-303-768-3200
- -------------------------------------------------------------------
(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 December 31, 1996 was filed on
February 27, 1997.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of
Panorama Series Funds, Inc., an open-end management investment
company.
A. Title and amount of shares being registered (number of shares
or other units):
Additional 1,487,216 shares of beneficial interest of
Government Securities Portfolio.
B. Proposed aggregate offering price to the public of the shares
being registered:
$1,531,832 based upon the offering price of $1.03 per share
of Government Securities Portfolio at May 2, 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.
Oppenheimer Government Securities Portfolio. The total
number of shares sold during the previous fiscal year ended
December 31, 1996 was 3,228,090; 13,298 shares were reinvested
dividends and distributions. 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; 4,728,604 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 1,487,216.
<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 7th day of
May, 1997.
PANORAMA SERIES FUND, INC.
By: /s/ James C. Swain*
---------------------------
James C. Swain, Chairman
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:
Signatures Title Date
- ---------- ----- ----
/s/ James C. Swain* Chairman of the
- ------------------ Board of Trustees May 7, 1997
James C. Swain
/s/ Bridget A. Macaskill* President May 7, 1997
- ------------------------
Bridget A. Macaskill
/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting May 7, 1997
George C. Bowen Officer
/s/ Robert G. Avis* Trustee May 7, 1997
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee May 7, 1997
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee May 7, 1997
- -----------------------
Charles Conrad, Jr.
/s/ Sam Freedman* Trustee May 7, 1997
- ----------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee May 7, 1997
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee May 7, 1997
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee May 7, 1997
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee May 7, 1997
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
Katherine P. Feld [logo]
Vice President & OppenheimerFunds
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
Tel 212 323 0200
May 7, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Panorama Series Funds, Inc.
Reg. No. 2-73969, File No. 811-3255
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. 26 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
sec/panorama.24e
