CENTENNIAL GOVERNMENT TRUST /CO/, 485BPOS, 1996-10-08

CENTENNIAL GOVERNMENT TRUST /CO/
485BPOS, 1996-10-08

Previous: CENTENNIAL GOVERNMENT TRUST /CO/, AW, 1996-10-08

Next: KRAUSES FURNITURE INC, SC 13D/A, 1996-10-08

Registration No. 2-75812
File No. 811-3391

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. ___ / /

POST-EFFECTIVE AMENDMENT NO. 25 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /

AMENDMENT NO. 20 / X /

CENTENNIAL GOVERNMENT TRUST
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

3410 South Galena Street
Denver, Colorado, 80231
-----------------------------------------------------------------------
(Address of Principal Executive Offices)

(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):

/ / Immediately upon filing pursuant to paragraph (b)

/ X / On October 28, 1996 pursuant to paragraph (b)

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

<PAGE>

/ / On _____________, pursuant to paragraph (a) (i)

/ / 75 Days after filing, pursuant to paragraph (a) (ii)

/ / On _____________, pursuant to paragraph (a) (ii) of Rule 485
- ------------------------------------------------------------------------------

The Registrant has registered an indefinite number of its 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>

FORM N-1A

CENTENNIAL GOVERNMENT TRUST

Cross Reference Sheet
<TABLE>
<CAPTION>

Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
<S> <C>

1 Front Cover Page
2 Expenses
3 Financial Highlights; Performance of the Trust
4 Cover Page; Objectives and Policies; Investment Restrictions
5 How the Trusts Are Managed; Expenses; Back Cover
6 Dividends, Distributions and Taxes; How the Trusts Are
Managed
7 How to Buy Shares; Purchases Through Automatic Purchases and
Redemption Programs; Direct Purchases; Service Plan; Back
Cover; How to Sell Shares
8 How to Sell Shares; Exchanges of Shares, Retirement Plans;
General Information on Redemptions
9 *

</TABLE>
<TABLE>
<CAPTION>

Part B of
Form N-1A
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
<S> <C>

10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Restrictions; Exhibit A - Description of Securities Ratings
14 Trustees and Officers; Investment Management Services
15 Trustees and Officers - Major Shareholders; Investment
Management Services
16 Investment Management Services; Service Plan; Additional
Information; Back Cover
17 Investment Management Services - Portfolio Transactions
18 Additional Information - Description of the Trusts
19 Purchase, Redemption and Pricing of Shares; Exchange of
Shares; Automatic Withdrawal Plan Provisions; Yield
Information
20 Additional Information - Tax Status of the Trust's Dividends

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S> <C>
and Distributions
21 Investment Management Services; Additional Information -
General Distributor's Agreement; Service Plan
22 Yield Information
23 Financial Statements

- ----------------
* Not applicable or negative answer.

</TABLE>

<PAGE>

Centennial
Government Trust

Prospectus dated November 1, 1996

Centennial Government Trust is a no-load "money market" mutual fund with the
investment objective of seeking a high level of current income consistent with
preservation of capital and the maintenance of liquidity. The Trust seeks to
achieve this objective by investing in a diversified portfolio of short-term
debt instruments issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and maturing in, or having been called for redemption in, one
year or less.

An investment in the Trust is neither insured nor guaranteed by the
U.S. Government. While the Trust seeks to maintain a stable net asset value of
$1.00 per share, there can be no assurance that the Trust will be able to do so.

Shares of the Trust may be purchased directly from brokers or dealers
having sales agreements with the Trust's Distributor and also are offered to
participants in Automatic Purchase and Redemption Programs (the "Programs")
established by certain brokerage firms with which the Trust's Distributor has
entered into agreements for that purpose. (See "How to Buy Shares" in the
Appendix.) The information in this Prospectus should be read together with the
information in the Appendix which is part of this Prospectus. Program
participants should also read the description of the Program provided by their
broker.

This Prospectus explains concisely what you should know before
investing in the Trust. Please read this Prospectus carefully and keep it for
future reference. You can find more detailed information about the Trust in the
November 1, 1996 Statement of Additional Information. For a free copy, call
Shareholder Services, Inc., the Trust's Transfer Agent, at 1-800-525-9310 or
write to the Transfer Agent at the address on the back cover. The Statement of
Additional Information has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference (which means
that it is legally part of this Prospectus).

Shares of the Trust are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other agency, and
involve investment risks, including the possible loss of the principal amount
invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

-1-

<PAGE>

COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

-2-

<PAGE>

<TABLE>
<CAPTION>
Contents
<S> <C>

ABOUT THE TRUST
4 Expenses
5 Financial Highlights
6 Performance of the Trust
6 Investment Objective and Policies
10 Investment Restrictions

Appendix
A-1 How the Trusts are Managed
A-3 How to Buy Shares
A-5 Purchases Through Automatic Purchase and Redemption
Programs
A-5 Direct Purchases
A-5 Payment by Check
A-5 Payment by Federal Funds Wire
A-6 Guaranteed Payment
A-7 Automatic Investment Plans
A-7 Service Plan
A-8 How to Sell Shares
A-8 Program Participants
A-8 Shares of the Trusts Owned Directly
A-8 Regular Redemption Procedure
A-9 Expedited Redemption Procedure
A-10 Check Writing
A-11 Telephone Redemptions
A-11 Automatic Withdrawal Plans
A-11 Retirement Plans Holding Shares of Government Trust and
Money Market Trust
A-12 General Information on Redemptions
A-13 Exchanges of Shares
A-16 Retirement Plans
A-16 Dividends, Distributions and Taxes

</TABLE>

-3-

<PAGE>

ABOUT THE TRUST

Expenses

The following table sets forth the fees that an investor in the Trust might pay
and the expenses paid by the Trust during its fiscal year ended June 30, 1996.

o Shareholder Transaction Expenses
<S> <C>
Maximum Sales Charge on Purchases
(as a percentage of offering price) None
- -----------------------------------------------------
Sales Charge on Reinvested Dividends None
- -----------------------------------------------------
Redemption Fees None
- -----------------------------------------------------
Exchange Fee None
</TABLE>
<TABLE>
<CAPTION>

o Annual Trust Operating Expenses
(as a percentage of average net assets)
<S> <C>
Management Fee 0.46%
- -----------------------------------------------------
12b-1 (Service Plan) Fees 0.20%
- -----------------------------------------------------
Other Expenses 0.11%
- -----------------------------------------------------
Total Trust Operating Expenses 0.77%

</TABLE>

The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Trust will bear directly
(Shareholder Transaction Expenses) or indirectly (Annual Trust Operating
Expenses). "Other Expenses" includes such expenses as custodial and transfer
agent fees, audit and legal and other business operating expenses, but excludes
extraordinary expenses. For further details, see the Trust's financial
statements included in the Statement of Additional Information.

o Example. To try to show the effect of these expenses on an investment
over time, we have created the hypothetical example shown below. Assume that you
make a $1,000 investment in shares of the Trust, and the Trust's annual return
is 5%, and that its operating expenses are the ones shown in the Annual Trust
Operating Expenses chart above. If you were to redeem your shares at the end of
each period shown below, your investment would incur the

-4-

<PAGE>

following expenses by the end of each period shown.

1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C>
$8 $25 $43 $95

</TABLE>

This example shows the effect of expenses on an investment, but is not
meant to state or predict actual or expected costs or investment returns of the
Trust, all of which may be more or less than those shown.

Financial Highlights

The table on the following pages presents selected financial information about
the Trust, including per share data and expense ratios and other data based on
the Trust's average net assets. This information has been audited by Deloitte &
Touche LLP, independent auditors, whose report on the financial statements of
the Trust for the fiscal year ended June 30, 1996 is included in the Statement
of Additional Information.

<TABLE>
<CAPTION>
Financial Highlights
Centennial Government Trust

Year Ended June 30,
----------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data:
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations - net
investment income and net realized gain .05 .05 .03 .04 .04 .07 .08 .08 .06 .05
- -----------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders (.05) (.05) (.03) (.04) (.04) (.07) (.08) (.08) (.06) (.05)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
========================================================================================

- -----------------------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value(1) 4.91% 4.93% 2.84% 2.98% 4.75% 6.86% 8.23% 8.16% 6.06% 5.27%
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $942,486 $893,184 $613,443 $637,102 $574,717 $533,154 $219,003 $151,898 $ 90,035 $ 67,042
- -----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $962,325 $718,681 $665,494 $633,017 $581,563 $418,268 $200,570 $121,909 $ 82,815 $ 74,084
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 4.83% 4.81% 2.79% 2.81% 4.38% 6.44% 7.75% 8.11% 5.94% 5.17%
Expenses 0.77% 0.80% 0.79% 0.79% 0.78% 0.79% 0.84% 0.85% 0.90% 0.96%
<FN>
1. Assumes a hypothetical initial investment on the business day before the first day of the fiscal period, with all
dividends reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated
on the last business day of the fiscal period. Total returns are not annualized for periods of less than one full year. Total
returns reflect changes in net investment income only.

</FN>
</TABLE>

-5-

<PAGE>

Performance of the Trust

Explanation of "Yield." From time to time the "yield" and "compounded effective
yield" of an investment in the Trust may be advertised. Both yield figures are
based on historical earnings per share and are not intended to indicate future
performance. The "yield" of the Trust is the income generated by an investment
in the Trust over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that seven
days is assumed to be generated each week over a 52-week period, and is shown as
a percentage of the investment. The "compounded effective yield" is calculated
similarly, but the annualized income earned by an investment in the Trust is
assumed to be reinvested. The "compounded effective yield" will therefore be
slightly higher than the yield because of the effect of the assumed
reinvestment. See "Yield Information" in the Statement of Additional Information
for additional information about the methods of calculating these yields.

Investment Objective and Policies

Objective. The Trust is a no-load "money-market" fund. It is an open-end,
diversified management investment company organized as a Massachusetts business
trust on January 18, 1982. The Trust's investment objective is to seek high
level of current income consistent with the preservation of capital and the
maintenance of liquidity. The value of Trust shares is not insured or guaranteed
by any government agency. However, shares held in brokerage accounts would be
eligible for coverage by the Securities Investor Protection Corporation for
losses arising from the insolvency of the brokerage firm. The Trust's shares may
be purchased at their net asset value, which will remain fixed at $1.00 per
share except under extraordinary circumstances (see "Determination of Net Asset
Value Per Share" in the Statement of Additional Information for further
information). There can be no assurance, however, that the Trust's net asset
value will not vary or that the Trust will achieve its investment objective. In
seeking its objective, the Trust may invest in the types of instruments
discussed below.

Portfolio Quality/Ratings of Securities. Under Rule 2a-7 of the Investment
Company Act of 1940, as amended (the "Investment Company Act") the Trust uses
the amortized cost method to value its portfolio securities to determine the
Trust's net asset value per share. Rule 2a-7 places restrictions on a money
market fund's investments. Under the Rule, the Trust may purchase only those

-6-

<PAGE>

securities that the Manager, under procedures approved by the Trust's Board of
Trustees has determined have minimal credit risks and are "Eligible Securities."

With respect to ratings, an "Eligible Security" is (a) one that has
received a rating in one of the two highest short-term rating categories by any
two "nationally-recognized statistical rating organizations" (as defined in the
Rule) ("Rating Organizations"), or, if only one Rating Organization has rated
that security, by that Rating Organization, or (b) an unrated security that is
judged by Centennial Asset Management Corporation, the Trust's investment
manager (the "Manager"), to be of comparable quality to investments that are
"Eligible Securities" rated by Rating Organizations. The Rule permits the Trust
to purchase "First Tier Securities," which are Eligible Securities rated in the
highest rating category for short-term debt obligations by at least two Rating
Organizations, or, if only one Rating Organization has rated a particular
security, by that Rating Organization, or comparable unrated securities. Under
the Rule, the Trust may invest only up to 5% of its assets in "Second Tier
Securities," which are Eligible Securities that are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the Trust may not
invest more than (i) 5% of its total assets in the securities of any one issuer
(other than the U.S. Government, its agencies or instrumentalities) or (ii) 1%
of its total assets or $1 million (whichever is greater) in Second Tier
Securities of any one issuer. The Trust's Board must approve or ratify the
purchase of Eligible Securities that are unrated or rated by only one Rating
Organization. Additionally, under Rule 2a-7, the Trust must maintain a
dollar-weighted average portfolio maturity of no more than 90 days and the
remaining maturity of any single portfolio investment may not exceed 397 days.
Some of the Trust's existing investment restrictions (which are fundamental
policies that may be changed only by shareholder vote) are more restrictive than
the provisions of Rule 2a-7. For example, as a matter of fundamental policy, the
Fund may not invest in any debt instrument having a maturity in excess of one
year from the date of the investment. The Trust's Board has adopted procedures
under Rule 2a-7 pursuant to which the Board has delegated to the Manager certain
responsibilities, in accordance with that Rule, of conforming the Trust's
investments with the requirements of the Rule and those procedures.

Exhibit A of the Statement of Additional Information contains
additional information on the rating categories of Rating

-7-

<PAGE>

Organizations. Ratings at the time of purchase will determine whether securities
may be acquired under the above restrictions. Subsequent downgrades in ratings
may require reassessments of the credit risk presented by a security and may
require its sale. See "Ratings of Securities" in "Investment Objective and
Policies" in the Statement of Additional Information for further details.

Investment Policies and Strategies. The Trust's investment policies and
practices are not "fundamental" policies (as defined below, see "Investment
Restrictions") unless a particular policy is identified as fundamental. The
Board may change non-fundamental investment policies without shareholder
approval. The Trust's investment objective is a fundamental policy. In seeking
its objective, the Trust invests principally in obligations issued or guaranteed
by the U.S. Government or its agencies or instrumentalities and maturing in
twelve months or less from the date of purchase, or in repurchase agreements
(described below) under which such obligations are purchased. The securities in
which the Trust may invest may not yield as high a level of current income as
longer-term or lower-rated securities, which generally have less liquidity and
experience greater price fluctuation. In seeking its objective, the Trust may
invest in the type of securities listed below and use the following strategies:

o Obligations Issued or Guaranteed by the U. S. Government, its
Agencies or Instrumentalities. Securities issued or guaranteed by the U.S.
Government include a variety of U.S. Treasury securities that differ only in
their interest rates, maturities and dates of issuance. Treasury Bills have
maturities of one year or less. Treasury Notes have maturities of from one to
ten years and Treasury Bonds generally have maturities of greater than ten years
at the date of issuance. U.S. Government agencies or instrumentalities which
issue or guarantee securities, also include, but are not limited to, the Federal
Housing Administration, Farmers Home Administration, Export-Import Bank of the
United States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Central Bank for Cooperatives,
Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Bank, Federal Land Bank, Maritime Administration, Tennessee
Valley Authority, District of Columbia Armory Board, Federal National Mortgage
Association and the Student Loan Marketing Association. The Trust will not
invest in securities issued by the Inter- American Development Bank, the
Asian-American Development Bank and the International Bank for Reconstruction
and Development or in

-8-

<PAGE>

pooled mortgages offered by the Federal Housing Administration or
Veterans Administration.

Obligations of some U.S. Government agencies and instrumentalities may
not be supported by the full faith and credit of the United States. Some are
backed by the right of the issuer to borrow from the U.S. Treasury; others, such
as the Federal National Mortgage Association, by discretionary authority of the
U.S. Government to purchase the agencies' obligations; while still others, such
as the Student Loan Marketing Association, are supported only by the credit of
the instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the Trust must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment, and may not be
able to assert a claim against the United States itself in the event the agency
or instrumentality does not meet its commitments.

o Certain Debt Obligations. The Trust may invest in variable rate
notes, variable rate master demand notes or in master demand notes (described in
"Investment Objective and Policies" in the Statement of Additional Information)
that meet the requirements of Rule 2a-7 (discussed above). The Trust may also
purchase debt obligations which are Eligible Securities, as defined above, and
that either mature within twelve months from the date of purchase or have been
called for redemption by the issuer, with such redemption to be effective within
one year.

o Floating Rate/Variable Rate Notes. Some of the notes the Trust may
purchase may have variable or floating interest rates. Variable rates are
adjustable at stated periodic intervals of no more than one year. Floating rates
are automatically adjusted according to a specified market rate for such
investments, such as the prime rate of a bank, or the 91-day U.S. Treasury bill
rate. The Trust may purchase these obligations if they have a remaining maturity
of one year or less; if their maturity is greater than one year, they may be
purchased if they have a demand feature that permits the Trust to recover the
principal amount of the underlying security at specified intervals not exceeding
one year and upon not more than 30 days' notice. Such obligations may be secured
by bank letters of credit or other credit support arrangements. See "Floating
Rate/Variable Rate Obligations" in the Statement of Additional Information for
more details.

o Board Approved Instruments. The Trust may invest in
obligations, other than those discussed above, approved by the

-9-

<PAGE>

Trust's Board of Trustees and which are in accordance with the Trust's
investment objective, policies and restrictions.

o Repurchase Agreements. The Trust may acquire securities that are
subject to repurchase agreements in order to generate income while providing
liquidity. The Trust's repurchase agreements must be fully collateralized under
the requirements of Rule 2a-7. If the vendor fails to pay the agreed-upon
repurchase price on the delivery date, the Trust's risks may include any costs
of disposing of such collateral, and any loss resulting from any delay in
foreclosing on the collateral. There is no limit on the amount of the Trust's
net assets that may be subject to repurchase agreements having a maturity of
seven days or less. The Trust will not enter into a repurchase agreement that
will cause more than 10% of its net assets at the time of purchase to be subject
to repurchase agreements maturing in more than seven days. See "Repurchase
Agreements" in the Statement of Additional Information for further details.

Investment Restrictions

The Trust has certain investment restrictions which, together with its
investment objective, are fundamental policies which can be changed only by the
vote of a "majority" (as defined in the Investment Company Act) of the Trust's
outstanding voting securities. Under some of those restrictions, the Trust
cannot: (1) invest in any security other than those discussed under "The Trust
and Its Investment Policies," above; (2) enter into repurchase agreements
maturing in more than seven days or purchase securities which are restricted as
to resale or for which market quotations are not readily available, if any such
investment would cause more than 10% of the Trust's assets to be invested in
such securities; (3) borrow money in excess of 10% of the value of its total
assets, and then only as a temporary measure for extraordinary or emergency
purposes; provided that the Trust will not make any investment at a time during
which such borrowing exceeds 5% of the value of its assets; no assets of the
Trust may be pledged, mortgaged or assigned to secure a debt; (4) make loans,
except through (i) the purchase of debt securities listed under "The Trust and
Its Investment Policies," (ii) the purchase of such debt securities subject to
repurchase agreements, or (iii) loans of securities as described under "Loans of
Portfolio Securities," in the Statement of Additional Information; or (5) invest
in any debt instrument having a maturity in excess of one year from the date of
the investment, or, in the case of a debt instrument subject to a

-10-

<PAGE>

repurchase agreement or called for redemption, having a repurchase or redemption
date more than one year from the date of the investment. The percentage
restrictions described above and in the Statement of Additional Information are
applicable only at the time of investment and require no action by the Trust as
a result of subsequent changes in value of the investments or the size of the
Trust. A supplementary list of investment restrictions is contained in "Other
Investment Restrictions" in the Statement of Additional Information.

-11-

<PAGE>

APPENDIX

This Appendix is part of the Prospectuses of Centennial Money Market Trust
("Money Market Trust"), Centennial Tax Exempt Trust ("Tax Exempt Trust") and
Centennial Government Trust ("Government Trust"), each of which is referred to
in this Appendix individually as a "Trust" and collectively are referred to as
the "Trusts." Unless otherwise indicated, the information in this Appendix
applies to each Trust.

How the Trusts are Managed

Organization and History. The Board of Trustees of each Trust has overall
responsibility for the management of that Trust under the laws of Massachusetts
governing the responsibilities of trustees of business trusts. "Trustees and
Officers" in the Statement of Additional Information identifies the Trustees and
officers and provides information about them. Subject to the authority of the
Board, the Trusts' investment manager, Centennial Asset Management Corporation
(the "Manager"), is responsible for the day-to-day management of each Trust's
business, supervises the investment operations of each Trust and the composition
of its portfolio and furnishes the Trusts advice and recommendations with
respect to investments, investment policies and the purchase and sale of
securities, pursuant to a management agreement (collectively, the "Agreements")
with each Trust. Each of the Agreements sets forth the fees paid by the Trust to
the Manager and the expenses that the Trust is responsible to pay.

The Trust's shares are of one class, are transferrable without
restriction and have equal rights and privileges. Each share of each Trust
represents an interest in that Trust equal to the interest of each other share
of the Trust and entitles the holder to one vote per share (and a fractional
vote for a fractional share) on matters submitted to a shareholder vote. The
Trustees may divide or combine the shares into a greater or lesser number of
shares without thereby changing the proportionate beneficial interest in the
Trust. Shares do not have cumulative voting rights or conversion, preemptive or
subscription rights. Shares of each Trust have equal liquidation rights as to
the assets of that Trust. (Each Trust's Board of Trustees is empowered to issue
additional classes or series of shares of that Trust, which may have separate
assets and liabilities.)

The Trusts will not normally hold annual meetings of the

A-1

<PAGE>

shareholders. The Trusts may hold shareholder meetings from time to time on
important matters and shareholders have the right to call a meeting to remove a
Trustee or take other action described in the Declaration of Trust. Under
certain principles governing business trusts, shareholders may be held
personally liable as "partners" for the Trust's obligations. However, the risk
of a shareholder incurring any financial loss is limited to the relatively
remote circumstances in which the Trust is unable to meet its obligations. See
"Additional Information" in the Statement of Additional Information for details.

The Manager and Its Affiliates. The Manager, a wholly-owned subsidiary of
OppenheimerFunds, Inc. ("OFI"), has operated as an investment adviser since
1978. The Manager and its affiliates currently advise U.S. investment companies
with assets aggregating over $50 billion as of June 30, 1996, and having more
than 3 million shareholder accounts. OFI is wholly owned by Oppenheimer
Acquisition Corp., a holding company owned in part by senior management of OFI
and the Manager, and ultimately controlled by Massachusetts Mutual Life
Insurance Company, a mutual life insurance company which also advises pension
plans and investment companies.

o Fees and Expenses. The management fee is payable monthly to the
Manager under the terms of each Trust's Agreement and is computed on the average
annual net assets of the respective Trust as of the close of business each day.
The annual rates applicable to Tax Exempt Trust and Government Trust are as
follows: 0.50% of the first $250 million of net assets; 0.475% of the next $250
million of net assets; 0.45% of the next $250 million of net assets; 0.425% of
the next $250 million of net assets; and 0.40% of net assets in excess of $1
billion. The annual rates applicable to Money Market Trust are as follows: 0.50%
of the first $250 million of net assets; 0.475% of the next $250 million of net
assets; 0.45% of the next $250 million of net assets; 0.425% of the next $250
million of net assets; and 0.40% of net assets in excess of $1.0 billion.
Independently of the Money Market Trust's Agreement, the Manager has voluntarily
agreed to waive a portion of the Management fee otherwise payable to it. This
voluntary expense assumption is described in the Statement of Additional
Information. Furthermore, under Tax Exempt Trust's Agreement, when the value of
Tax Exempt Trust's net assets is less than $1.5 billion, the annual fee payable
to the Manager shall be reduced by $100,000 based on average net assets computed
daily and paid monthly at the annual rates, but in no event shall the annual fee
be less than $0. See

A-2

<PAGE>

the Statement of Additional Information for an explanation of the Manager's
reimbursement arrangement for the Trusts set forth in their Agreements.
"Investment Management Services" in the Statement of Additional Information
contains more complete information about the Agreements, including a discussion
of expense arrangements, and a description of the exculpation provisions and
portfolio transactions.

o The Custodian. The Custodian of the assets of the Trusts is Citibank,
N.A. The Manager and its affiliates presently have banking relationships with
the Custodian. See "Additional Information" in the Statement of Additional
Information for further information. Each Trust's cash balances in excess of
$100,000 held by the Custodian are not protected by Federal deposit insurance.
Such uninsured balances may at times be substantial. The foregoing rating
restrictions under Rule 2a-7 described under "Investment Objectives and
Policies" do not apply to banks in which a Trust's cash is kept.

o The Transfer Agent. Shareholder Services, Inc., a subsidiary of OFI,
acts as Transfer Agent and shareholder servicing agent for the Trusts and the
other mutual funds advised by the Manager, on an at-cost basis. The fees to the
Transfer Agent do not include payments for any services of the type paid, or to
be paid, by the Trusts to the Distributor and to Recipients under the Service
Plan (see "Service Plan"). Direct shareholders should direct any inquiries
regarding the Trusts to the Transfer Agent at the address and toll-free phone
number on the back cover. Program participants should direct any inquiries
regarding the Trust to their broker.

How to Buy Shares

Shares of each Trust may be purchased at their offering price, which is net
asset value per share, without sales charge. The net asset value will remain
fixed at $1.00 per share, except under extraordinary circumstances (see
"Determination of Net Asset Value Per Share" in the Statement of Additional
Information for further details). There can be no guarantee that any Trust will
maintain a stable net asset value of $1.00 per share. Centennial Asset
Management Corporation, which also acts as the distributor for each Trust (and
in that capacity is referred to as the "Distributor"), may in its sole
discretion accept or reject any order for purchase of a Trust's shares.
OppenheimerFunds Distributor, Inc. ("OFDI"), an affiliate of the Distributor,
acts as the sub-distributor for

A-3

<PAGE>

each Trust (the "Sub-Distributor").

The minimum initial investment is $500 ($2,500 if by Federal Funds
wire), except as otherwise described in this Prospectus. Subsequent purchases
must be in amounts of $25 or more, and may be made through authorized dealers or
brokers or by forwarding payment to the Distributor at P.O. Box 5143, Denver,
Colorado 80217, with the name(s) of all account owners, the account number and
the name of the Trust. The minimum initial and subsequent purchase requirements
are waived on purchases made by reinvesting dividends from any of the "Eligible
Funds" listed in "Exchange of Shares" in the Statement of Additional Information
or by reinvesting distributions from unit investment trusts for which
reinvestment arrangements have been made with the Distributor. Under an
Automatic Investment Plan or military allotment plan, initial and subsequent
investments must be at least $25. No share certificates will be issued unless
specifically requested in writing by an investor or the dealer or broker.

Each Trust intends to be as fully invested as practicable to maximize
its yield. Therefore, dividends will accrue on newly- purchased shares only
after the Distributor accepts the purchase order at its address in Denver,
Colorado, on a day the New York Stock Exchange is open (a "regular business
day"), under one of the methods of purchasing shares described below. The
purchase will be made at the net asset value next determined after the
Distributor accepts the purchase order.

Each Trust's net asset value per share is determined twice each regular
business day, at 12:00 Noon and the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days (all
references to time in this Prospectus mean New York time), by dividing the net
assets of the Trust by the total number of its shares outstanding. Each Trust's
Board of Trustees has established procedures for valuing the Trust's assets,
using the amortized cost method as described in "Determination of Net Asset
Value Per Share" in the Statement of Additional Information.

Dealers and brokers who process orders for a Trust's shares on behalf
of their customers may charge a fee for this service. That fee can be avoided by
purchasing shares directly from a Trust. The Distributor, in its sole
discretion, may accept or reject any order for purchases of the Trust's shares.
The sale of shares will be suspended during any period when the determination of
net asset

A-4

<PAGE>

value is suspended, and may be suspended by the Board of Trustees whenever the
Board judges it in the best interest of a Trust to do so.

Purchases Through Automatic Purchase and Redemption Programs

Shares of each Trust are available under Automatic Purchase and Redemption
Programs ("Programs") of broker-dealers that have entered into agreements with
the Distributor for that purpose. Broker-dealers whose clients participate in
such Programs will invest the "free cash balances" of such client's Program
account in shares of the Trust selected as the primary Trust by the client for
the Program account. Such purchases will be made by the broker-dealer under the
procedures described in "Guaranteed Payment," below. The Program may have
minimum investment requirements established by the broker-dealer. The
description of the Program provided by the broker-dealer should be consulted for
details, and all questions about investing in, exchanging or redeeming shares of
a Trust through a Program should be directed to the broker-dealer.

Direct Purchases

An investor (who is not a program participant, a "direct shareholders") may
directly purchase shares of the Trusts through any dealer which has a sales
agreement with the Distributor or the Sub-Distributor. There are two ways to
make a direct initial investment: either (1) complete a Centennial Funds New
Account Application and mail it with payment to the Distributor at P.O. Box
5143, Denver, Colorado 80217 (if no dealer is named in the Application, the
Sub-Distributor will act as the dealer), or (2) order the shares through your
dealer or broker. Purchases made by Application should have a check enclosed, or
payment may be made by one of the alternative means described below.

Payment by Check. Orders for shares purchased by check in U.S. dollars drawn on
a U.S. bank will be effected on the regular business day on which the check (and
the purchase application, if the account is new) is accepted by the Distributor.
Dividends will begin to accrue on such shares the next regular business day
after the purchase order is accepted. For other checks, the shares will not be
purchased until the Distributor is able to convert the purchase payment to
Federal Funds, and dividends will begin to accrue on such shares on the next
regular business day.

Payment by Federal Funds Wire. Shares of each Trust may be

A-5

<PAGE>

purchased by direct shareholders by Federal Funds wire. The
minimum investment by wire is $2,500. The investor must first call
the Distributor's Wire Department at 1-800-852-8457 to notify the
Distributor of the transmittal of the wire and to order the shares.
The investor's bank must wire the Federal Funds to Citibank, N.A.,
ABA No. 0210-0008-9, for credit to Concentration Account No. 3737-
5674 (Centennial Money Market Trust or Centennial Tax Exempt Trust)
or Concentration Account No. 3741-9796 (Centennial Government
Trust), for further credit to the following account numbers for the
respective Trust: (i) Centennial Money Market Trust Custodian
Account No. 099920, (ii) Centennial Government Trust Custodian
Account No. 099975, or (iii) Centennial Tax Exempt Trust Custodian
Account No. 099862.

The wire must state the investor's name. Shares will be purchased on
the regular business day on which the Federal Funds are received by Citibank,
N.A. (the "Custodian") prior to the close of The New York Stock Exchange (which
is normally 4:00 P.M. but may be earlier on some days) and the Distributor has
received and accepted the investor's notification of the wire order prior to the
close of The New York Stock Exchange. Those shares will be purchased at the net
asset value next determined after receipt of the Federal Funds and the order.
Dividends on newly purchased shares will begin to accrue on the purchase date if
the Federal Funds and order for the purchase are received and accepted by 12:00
Noon. Dividends will begin to accrue on the next regular business day if the
Federal Funds and purchase order are received and accepted between 12:00 Noon
and the close of The New York Stock Exchange. The investor must also send the
Distributor a completed Application when the purchase order is placed to
establish a new account.

Guaranteed Payment. Broker-dealers with sales agreements with the Distributor
(including broker-dealers who have made special arrangements with the
Distributor for purchases for Program accounts) may place purchase orders with
the Distributor for purchases of a Trust's shares prior to 12:00 Noon on a
regular business day, and the order will be effected at the net asset value
determined at 12:00 Noon that day if the broker-dealer guarantees that payment
for such shares in Federal Funds will be received by the Trust's Custodian prior
to 2:00 P.M. on the same day. Dividends on such shares will begin to accrue on
the purchase date. If an order is received between 12:00 Noon and the close of
The New York Stock Exchange on a regular business day with the broker- dealer's
guarantee that payment for such shares in Federal Funds

A-6

<PAGE>

will be received by the Trust's Custodian by the close of the Exchange on the
next regular business day, the order will be effected at the close of the
Exchange on the day the order is received, and dividends on such shares will
begin to accrue on the next regular business day the Federal Funds are received
by the required time. If the broker-dealer guarantees that the Federal Funds
payment will be received by the Trust's Custodian by 2:00 P.M. on a regular
business day on which an order is placed for shares after 12:00 Noon, the order
will be effected at the close of the Exchange that day and dividends will begin
to accrue on such shares on the purchase date.

Automatic Investment Plans. Direct investors may purchase shares of a Trust
automatically. Automatic Investment Plans may be used to make regular monthly
investments ($25 minimum) from the investor's account at a bank or other
financial institution. To establish an Automatic Investment Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Automatic Investment Plan payments are subject
to the redemption restrictions for recent purchases described in "How to Redeem
Shares." The amount of the Automatic Investment Plan payment may be changed or
the automatic investments terminated at any time by writing to Shareholder
Services, Inc. (the "Transfer Agent"). A reasonable period (approximately 15
days) is required after receipt of such instructions to implement them. The
Trusts reserve the right to amend, suspend, or discontinue offering Automatic
Investment Plans at any time without prior notice.

Service Plan

Each Trust has adopted a Service Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act pursuant to which the Trust will reimburse the
Distributor for all or a portion of its costs incurred in connection with the
personal service and maintenance of accounts that hold Trust shares. The
Distributor will use all the fees received from the Trust to compensate dealers,
brokers, banks, or other financial institutions ("Recipients") each quarter for
providing personal service and maintenance of accounts that hold Trust shares.
The services to be provided by Recipients under each Plan include, but shall not
be limited to, the following: answering routine inquiries from the Recipient's
customers concerning the Trust, providing such customers with information on
their investment in Trust shares, assisting in the establishment and maintenance
of accounts or sub-accounts in the Trust, making the

A-7

<PAGE>

Trust's investment plans and dividend payment options available, and providing
such other information and customer liaison services and the maintenance of
accounts as the Distributor or the Trust may reasonably request. Plan payments
by the Trust to the Distributor will be made quarterly in the amount of the
lesser of: (i) 0.05% (0.20% annually) of the net asset value of the Trust,
computed as of the close of each business day or (ii) the Distributor's actual
distribution expenses for that quarter of the type approved by the Board. Each
Trust may make monthly payments to the Distributor (and the Distributor to
Recipients) in any month where Trust assets held by a Recipient for itself or on
behalf of its customers in that month exceed $200 million. Any unreimbursed
expenses incurred for any quarter by the Distributor may not be recovered in
later periods. The Plan has the effect of increasing annual expenses of each
Trust by up to 0.20% of average annual net assets from what its expenses would
otherwise be. In addition, the Manager may, under the Plan, from time to time
from its own resources (which may include the profits derived from the advisory
fee it receives from the Trusts), make payments to Recipients for distribution,
administrative and accounting services performed by Recipients. For further
details, see "Service Plan" in the Statement of Additional Information.

How to Sell Shares

Program Participants

A Program participant may redeem shares in the Program by writing checks as
described below, or by contacting the dealer or broker. A Program participant
may also arrange for "Expedited Redemptions," as described below, only through
his or her dealer or broker.

Shares of the Trusts Owned Directly

Shares of the Trusts owned by a shareholder directly (not through a Program) (a
"direct shareholder"), may be redeemed in the following ways:

Regular Redemption Procedure. To redeem some or all shares in an account
(whether or not represented by certificates) under the Trust's regular
redemption procedures, a direct shareholder must send the following to the
Transfer Agent for the Trust, Shareholder Services, Inc., P.O. Box 5143, Denver,
Colorado 80217 [send courier or express mail deliveries to 10200 E. Girard
Avenue, Building D, Denver, Colorado 80231]: (1) a written request for
redemption

A-8

<PAGE>

signed by all registered owners exactly as the shares are registered, including
fiduciary titles, if any, and specifying the account number and the dollar
amount or number of shares to be redeemed; (2) a guarantee of the signatures of
all registered owners on the redemption request or on the endorsement on the
share certificate or accompanying stock power, by a U.S. bank, trust company,
credit union or savings association, or a foreign bank having a U.S.
correspondent bank, or by a U.S. registered dealer or broker in securities,
municipal securities or government securities, or by a U.S. national securities
exchange, registered securities association or clearing agency; (3) any share
certificates issued for any of the shares to be redeemed; and (4) any additional
documents which may be required by the Transfer Agent for redemption by
corporations, partnerships or other organizations, executors, administrators,
trustees, custodians, guardians, or from Individual Retirement Accounts ("IRAs")
or other retirement plans, or if the redemption is requested by anyone other
than the shareholder(s) of record. A signature guarantee is not required for
redemptions of $50,000 or less, requested by and payable to all shareholders of
record, to be sent to the address of record for that account. Transfers of
shares are subject to similar requirements. To avoid delay in redemptions or
transfers, shareholders having questions about these requirements should contact
the Transfer Agent in writing or by calling 1-800-525-9310 before submitting a
request. From time to time the Transfer Agent in its discretion may waive any or
certain of the foregoing requirements in particular cases. Redemption or
transfer requests will not be honored until the Transfer Agent receives all
required documents in proper form.

Expedited Redemption Procedure. In addition to the regular redemption procedure
set forth above, direct shareholders whose shares are not represented by
certificates may arrange to have redemption proceeds of $2,500 or more wired in
Federal Funds to a designated commercial bank if the bank is a member of the
Federal Reserve wire system. To place a wire redemption request, call the
Transfer Agent at 1-800-852-8457. The account number of the designated financial
institution and the bank ABA number must be supplied to the Transfer Agent on
the Application or dealer settlement instructions establishing the account or
may be added to existing accounts or changed only by signature-guaranteed
instructions to the Transfer Agent from all shareholders of record. Such
redemption requests may be made by telephone, wire or written instructions to
the Transfer Agent. The wire for the redemption proceeds of shares redeemed
prior to 12:00 Noon normally will be

A-9

<PAGE>

transmitted by the Transfer Agent to the shareholder's designated bank account
on the day the shares are redeemed (or, if that day is not a bank business day,
on the next bank business day). Shares redeemed prior to 12:00 Noon do not earn
dividends on the redemption date. The wire for the redemption proceeds of shares
redeemed between 12:00 Noon and the close of The New York Stock Exchange, which
is normally 4:00 P.M., but may be earlier on some days, normally will be
transmitted by the Transfer Agent to the shareholder's designated bank account
on the next bank business day after the redemption. Shares redeemed between
12:00 Noon and the close of the Exchange earn dividends on the redemption date.
See "Purchase, Redemption and Pricing of Shares" in the Statement of Additional
Information for further details.

Check Writing. Upon request, the Transfer Agent will provide any direct
shareholder of the Trusts or any Program participant whose shares are not
represented by certificates, with forms of drafts ("checks") payable through a
bank selected by the Trust (the "Bank"). Checks may be made payable to the order
of anyone in any amount not less than $250, and will be subject to the Bank's
rules and regulations governing checks. Program participants' checks will be
payable from the primary account designated by the Program participant. The
Transfer Agent will arrange for checks written by direct shareholders to be
honored by the Bank after obtaining a specimen signature card from the
shareholder(s). Program participants must arrange for Check Writing through
their brokers or dealers. If a check is presented for an amount greater than the
account value, it will not be honored. Shareholders of joint accounts may elect
to have checks honored with a single signature. Checks issued for one Trust
account must not be used if the shareholder's account has been transferred to a
new account or if the account number or registration has changed. Shares
purchased by check or Automatic Investment Plan payments within the prior 10
days may not be redeemed by Check Writing. A check that would require redemption
of some or all of the shares so purchased is subject to non-payment. The Bank
will present checks to the Trust to redeem shares to cover the amount of the
check. Checks may not be presented for cash payment at the offices of the Bank
or the Trust's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Trust reserves the
right to amend, suspend, or discontinue Check Writing privileges at any time
without prior notice.

A-10

<PAGE>

Telephone Redemptions. Direct shareholders of the Trusts may redeem their shares
by telephone by calling the Transfer Agent at 1-800- 852-8457. This procedure
for telephone redemptions is not available to Program participants. Proceeds of
telephone redemptions will be paid by check payable to the shareholder(s) of
record and sent to the address of record for the account. Telephone redemptions
are not available within 30 days of a change of the address of record. Up to
$50,000 may be redeemed by telephone, in any seven day period. The Transfer
Agent may record any calls. Telephone redemptions may not be available if all
lines are busy, and shareholders would have to use the Trusts' regular
redemption procedures described above. Telephone redemption privileges are not
available for newly-purchased (within the prior 10 days) shares or for shares
represented by certificates. Telephone redemption privileges apply automatically
to each direct shareholder and the dealer representative of record unless the
Transfer Agent receives cancellation instructions from a shareholder of record.
If an account has multiple owners, the Transfer Agent may rely on the
instructions of any one owner.

Automatic Withdrawal Plans. Direct shareholders of the Trusts can authorize the
Transfer Agent to redeem shares (minimum $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Withdrawal Plan.
Shares will be redeemed as of the close of The New York Stock Exchange, three
days prior to the date requested by the shareholder for receipt of the payment.
The Trusts cannot guarantee receipt of payment on the date requested and reserve
the right to amend, suspend or discontinue offering such Plan at any time
without prior notice. Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this basis.
For further details, see the "Automatic Withdrawal Plan Provisions" included as
Exhibit C in the Statement of Additional Information.

Retirement Plans Holding Shares of Government Trust and Money
Market Trust

Requests for distributions from OppenheimerFunds-sponsored Individual Retirement
Accounts ("IRAs"), 403(b)(7) custodial plans, or pension or profit-sharing plans
of direct shareholders for which the Manager or its affiliates act as sponsors
should be addressed to "Bank of Boston c/o Shareholder Services, Inc." at the
above address, and must: (i) state the reason for distribution; (ii) state the
owner's awareness of tax penalties if the distribution is premature; and (iii)
conform to the requirements of the plan and the Trust's requirements for regular
redemptions discussed above. Participants (other than self-employed persons) in

A-11

<PAGE>

OppenheimerFunds-sponsored pension or profit-sharing plans may not directly
request redemption of their accounts. The employer or plan administrator must
sign the request. Distributions from such plans are subject to additional
requirements under the Internal Revenue Code and certain documents (available
from the Transfer Agent) must be completed before the distribution may be made.
Distributions from retirement plans are subject to withholding requirements
under the Internal Revenue Code of 1986, as amended, and IRS Form W-4P
(available from the Transfer Agent) must be submitted to the Transfer Agent with
the distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax identification
number, the Internal Revenue Code requires that tax be withheld from any
distribution even if the shareholder elects not to have tax withheld. The
Trustee, the Trusts, the Manager, the Distributor and the Transfer Agent assume
no responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any penalties assessed.

General Information on Redemptions

The redemption price will be the net asset value per share of the applicable
Trust next determined after the receipt by the Transfer Agent of a request in
proper form. Under certain unusual circumstances, the Board of Trustees of Tax
Exempt Trust may involuntarily redeem small accounts (valued at less than $500).
Should the Board elect to exercise this right, it may also fix, in accordance
with the Investment Company Act, the requirements for any notice to be given to
the shareholders in question (not less than 30 days), or may set requirements
for permission to allow the shareholder to increase the investment so that the
shares would not be involuntarily redeemed. The Board of Trustees of Tax Exempt
Trust may also involuntarily redeem shares in amounts sufficient to reimburse
the Trust or the Distributor for any loss due to cancellation of a share
purchase order. Under the Internal Revenue Code, the Trusts may be required to
impose "backup" withholding of Federal income tax at the rate of 31% from any
taxable dividends and distributions the Trust may make if the shareholder has
not furnished the Trust with a certified taxpayer identification number or has
not complied with provisions of the Internal Revenue Code relating to reporting
dividends.

Payment for redeemed shares is made ordinarily in cash and forwarded
within seven days of the Transfer Agent's receipt of

A-12

<PAGE>

redemption instructions in proper form, except under unusual circumstances as
determined by the Securities and Exchange Commission. For accounts registered in
the name of a broker-dealer, payment will be forwarded within three business
days. The Transfer Agent may delay forwarding a redemption check for
recently-purchased shares only until the purchase check has cleared, which may
take up to 10 or more days from the purchase date. Such delay may be avoided if
the shareholder arranges telephone or written assurance satisfactory to the
Transfer Agent from the bank on which the purchase payment was drawn, or by
purchasing shares by Federal Funds wire, as described above. The Trust makes no
charge for redemption. Dealers or brokers may charge a fee for handling
redemption transactions, but such fee can be avoided by direct shareholders by
requesting the redemption directly through the Transfer Agent. Under certain
circumstances, the proceeds of redemption of shares of a Trust acquired by
exchange of shares of Eligible Funds that were purchased subject to a contingent
deferred sales charge ("CDSC") may be subject to the CDSC (see "Exchange
Privilege" below).

Exchanges of Shares

Exchange Privilege. Shares of each of the Trusts held under Programs may be
exchanged for shares of Centennial Money Market Trust, Centennial Government
Trust, Centennial Tax Exempt Trust, Centennial California Tax Exempt Trust and
Centennial New York Tax Exempt Trust if available for sale in the shareholder's
state of residence only by instructions of the broker.

Shares of the Trusts may, under certain conditions, be exchanged by
direct shareholders for Class A shares of certain Oppenheimer funds. A list of
the Oppenheimer funds currently available for exchange is included in the
Statement of Additional Information. That list can change from time to time.
(The funds included on the list are collectively referred to as "Eligible
Funds"). There is an initial sales charge on the purchase of Class A shares of
each Eligible Fund except the Money Market Funds (as defined in the Statement of
Additional Information). Under certain circumstances described below, redemption
proceeds of Money Market Fund shares may be subject to a CDSC.

Shares of the Trusts and of the other Eligible Funds may be exchanged
at net asset value, if all of the following conditions are met: (1) shares of
the fund selected for exchange are available for sale in the shareholder's state
of residence; (2) the

A-13

<PAGE>

respective prospectuses of the funds whose shares are to be exchanged and
acquired offer the Exchange Privilege to the investor; (3) newly-purchased
shares (by initial or subsequent investment) are held in an account for at least
seven days prior to the exchange; and (4) the aggregate net asset value of the
shares surrendered for exchange into a new account is at least equal to the
minimum investment requirements of the fund whose shares are to be acquired.

In addition to the conditions stated above, shares of Eligible Funds
may be exchanged for shares of any Money Market Fund; shares of any Money Market
Fund held by direct shareholders (including the Trusts) purchased without a
sales charge may be exchanged for shares of Eligible Funds offered with a sales
charge upon payment of the sales charge (or, if applicable, may be used to
purchase shares of Eligible Funds subject to a CDSC); and shares of a Trust
acquired by reinvestment of dividends and distributions from any Eligible Fund,
except Oppenheimer Cash Reserves, or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor or Sub-Distributor
may be exchanged at net asset value for shares of any Eligible Fund. The
redemption proceeds of shares of a Trust acquired by exchange of Class A shares
of an Eligible Fund purchased subject to a CDSC, that are redeemed within 18
months of the end of the calendar month of the initial purchase of the exchanged
shares, will be subject to the CDSC as described in the prospectus of that other
eligible fund; in determining whether the CDSC is payable, shares of the Trust
not subject to the CDSC are redeemed first, including shares purchased by
reinvestment of dividends and capital gains distributions from any Eligible Fund
or shares of the Trust acquired by exchange of shares of Eligible Funds on which
a front-end sales charge was paid or credited, and then other shares are
redeemed in the order of purchase.

How to Exchange Shares. An exchange may be made by direct shareholders by
submitting an Exchange Authorization Form to the Transfer Agent, signed by all
registered owners. In addition, direct shareholders of the Trusts may exchange
shares of a Trust for shares of any Eligible Fund by telephone exchange
instructions to the Transfer Agent by a shareholder or the dealer representative
of record for an account. The Trusts may modify, suspend or discontinue this
exchange privilege at any time. Although the Trust will attempt to provide you
notice whenever reasonably able to do so, it may impose these changes at any
time. The Trusts reserve the right to reject written requests submitted in bulk
on

A-14

<PAGE>

behalf of more than one account. Exchange requests must be received by the
Transfer Agent by the close of The New York Stock Exchange on a regular business
day to be effected that day. The number of shares exchanged may be less than the
number requested if the number requested would include shares subject to a
restriction cited above or shares covered by a certificate that is not tendered
with such request. Only the shares available for exchange without restriction
will be exchanged.

Telephone Exchanges. Direct shareholders may place a telephone exchange request
by calling the Transfer Agent at 1-800-852-8457. Telephone exchange calls may be
recorded by the Transfer Agent. Telephone exchanges are subject to the rules
described above. By exchanging shares by telephone, the shareholder is
acknowledging receipt of a prospectus of the fund to which the exchange is made
and that for full or partial exchanges, any special account features such as
Automatic Investment Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer Agent is
otherwise instructed. Telephone exchange privileges automatically apply to each
direct shareholder of record and the dealer representative of record unless and
until the Transfer Agent receives written instructions from a shareholder of
record canceling such privileges. If an account has multiple owners, the
Transfer Agent may rely on the instructions of any one owner. The Transfer Agent
has adopted reasonable procedures relating to all shareholder telephone
transactions. These include confirming that telephone instructions are genuine
by requiring callers to provide tax identification number(s) and other account
data, recording calls and confirming such transactions in writing. If the
Transfer Agent does not use such procedures, it may be liable for losses due to
unauthorized transactions, but otherwise neither it nor any Trust will be liable
for losses or expenses arising out of telephone instructions reasonably believed
to be genuine. The Transfer Agent reserves the right to require shareholders to
confirm, in writing, telephone transaction privileges for an account. Shares
acquired by telephone exchange must be registered exactly as the account from
which the exchange was made. Certificated shares are not eligible for telephone
exchange. If all telephone exchange lines are busy (which might occur, for
example, during periods of substantial market fluctuations), shareholders might
not be able to request telephone exchanges and would have to submit written
exchange requests.

General Information on Exchanges. Shares to be exchanged are

A-15

<PAGE>

redeemed on the day the Transfer Agent receives an exchange request in proper
form (the "Redemption Date"), as of the close of The New York Stock Exchange,
which is normally 4:00 P.M., but may be earlier some days. Normally, shares of
the fund to be acquired are purchased on the Redemption Date, but such purchases
may be delayed by either fund up to seven business days if it determines that it
would be disadvantaged by an immediate transfer of the redemption proceeds. Each
Trust in its discretion reserves the right to refuse any exchange request that
will disadvantage it.

The Eligible Funds have different investment objectives and policies.
Each of those funds imposes a sales charge on purchases of Class A shares except
the Money Market Funds. For complete information, including sales charges and
expenses, a prospectus of the fund into which the exchange is being made should
be read prior to an exchange. Dealers and brokers who process exchange orders on
behalf of their customers may charge for their services. Direct shareholders may
avoid those charges by requesting the Trust directly to exchange shares. For
Federal tax purposes, an exchange is treated as a redemption and purchase of
shares.

Retirement Plans

The Distributor has available for direct shareholders who purchase shares of
Government Trust and Money Market Trust: (i) individual retirement accounts
(IRAs), including Simplified Employee Pension Plans (SEP IRAs); (ii) prototype
pension and profit-sharing plans for corporations and self-employed individuals;
and (iii) Section 403(b)(7) custodial plans for employees of public educational
institutions and organizations of the type described in Section 501(c)(3) of the
Internal Revenue Code. The minimum initial IRA, SEP IRA, pension or
profit-sharing plan investment is normally $250. The minimum initial 403(b)(7)
plan investment is $25. For further details, including the administrative fees,
the appropriate retirement plan should be requested from the Distributor.
Retirement plans are not available to direct shareholders who purchase shares of
Tax Exempt Trust. The Trusts reserve the right to discontinue offering their
shares to such plans at any time without prior notice.

Dividends, Distributions and Taxes

This discussion relates solely to Federal tax laws and is not exhaustive; a
qualified tax adviser should be consulted. Dividends and distributions may be
subject to Federal, state and local

A-16

<PAGE>

taxation. Information about the possible applicability of the Alternative
Minimum Tax to Tax Exempt Trust's dividends and distributions is contained in
"Investment Objective and Policies Private Activity Municipal Securities" in the
Statement of Additional Information of that Trust. The Appendix to the Statement
of Additional Information contains a further discussion of tax matters affecting
the Trusts and their distributions.

Dividends and Distributions. Each Trust intends to declare all of its net
income, as defined below, as dividends on each regular business day and to pay
dividends monthly. Dividends will be payable to shareholders as described above
in "How To Buy Shares." Dividends accumulated since the prior payment will be
reinvested in full and fractional shares of the respective Trust at net asset
value on the third Thursday of each calendar month. If a shareholder redeems all
shares at any time during a month, the redemption proceeds include all dividends
accrued up to the redemption date for shares redeemed prior to 12:00 Noon, and
include all dividends accrued through the redemption date for shares redeemed
between 12:00 Noon and the close of The New York Stock Exchange. Program
participants may receive cash payments by asking the broker to redeem shares.

All dividends and capital gains distributions for the accounts of
Program participants are automatically reinvested in additional shares of the
Trust selected. Dividends and distributions payable to direct shareholders of
the Trusts will also be automatically reinvested in shares of the respective
Trust at net asset value, on the third Thursday of each calendar month, unless
the shareholder asks the Transfer Agent in writing to pay dividends and
distributions in cash or to reinvest them in another Eligible Fund, as described
in "Dividend Reinvestment in Another Fund" in the Statement of Additional
Information. That notice must be received prior to the record date for a
dividend to be effective as to that dividend. Dividends, distributions and the
proceeds of redemptions of Trust shares represented by checks returned to the
Transfer Agent by the Postal Service as undeliverable will be reinvested in
shares of the respective Trust, as promptly as possible after the return of such
check to the Transfer Agent to enable the investor to earn a return on otherwise
idle funds.

Participants in an A.G. Edwards & Sons, Inc. Cash Convenience Account
Program (other than those whose Account is an Individual Retirement Account)
holding shares of Tax Exempt Trust or Government Trust will receive account
statements five times a year,

A-17

<PAGE>

at the end of March, May, August, October and December, if the only activity in
their account during that period is the automatic reinvestment of dividends.

Under the terms of a Program, a broker-dealer may pay out the value of
some or all of a Program participant's Trust shares prior to redemption of such
shares by the Trust. In such cases, the shareholder will be entitled to
dividends on such shares only up to and including the date of such payment.
Dividends on such shares accruing between the date of payment and the date such
shares are redeemed by the Trusts will be paid to the broker-dealer. Program
participants should discuss these arrangements with their broker-dealer.

A Trust's net investment income for dividend purposes consists of all
interest accrued on portfolio assets, less all expenses of the Trust for such
period. Distributions from net realized gains on securities, if any, will be
paid at least once each year, and may be made more frequently in compliance with
the Internal Revenue Code and the Investment Company Act. Long-term capital
gains, if any, will be identified separately when tax information is
distributed. No Trust will make any distributions from net realized securities
gains unless capital loss carry forwards, if any, have been used or have
expired. Receipt of tax-exempt income must be reported on the taxpayer's Federal
income tax return. To effect its policy of maintaining a net asset value of
$1.00 per share, each Trust, under certain circumstances, may withhold dividends
or make distributions from capital or capital gains. The Statement of Additional
Information describes how dividends and distributions received by direct
shareholders of the Trusts may be reinvested in shares of any Eligible Fund at
net asset value.

Tax Status of Money Market Trust's and Government Trust's Dividends and
Distributions. Dividends paid by these Trusts derived from net investment income
or net short-term capital gains are taxable to shareholders as ordinary income,
whether received in cash or reinvested. If either Trust has net realized
long-term capital gains in a fiscal year, it may pay an annual "long-term
capital gains distribution," which will be so identified when paid and when tax
information is distributed. Long-term capital gains are taxable to shareholders
as long-term capital gains, whether received in cash or reinvested, regardless
of how long Trust shares have been held. Income from securities issued by the
U.S. Government may be exempt from income taxation by various states. The
Government Trust will advise shareholders of the percentage of

A-18

<PAGE>

its income earned on federal obligations. Rules vary by state regarding the
state taxability of dividends paid by either Trust. You should consult your tax
advisor to determine proper tax treatment of dividends paid by the Trusts.

Tax Status of Tax Exempt Trust's Dividends and Distributions. This Trust intends
to qualify under the Internal Revenue Code during each fiscal year to pay
"exempt-interest dividends" to its shareholders and did so qualify during its
last fiscal year. Exempt-interest dividends which are derived from net
investment income earned by the Trust on Municipal Securities will be excludable
from gross income of shareholders for Federal income tax purposes. Net
investment income includes the allocation of amounts of income from the
Municipal Securities in the portfolio of the Trust which is excludable from
gross income for Federal individual income tax purposes, less expenses. Expenses
are accrued daily. This allocation will be made by the use of one designated
percentage applied uniformly to all income dividends made during the calendar
year. Such designation will normally be made following the end of each fiscal
year as to income dividends paid in the prior year. The percentage of income
designated as tax-exempt may substantially differ from the percentage of the
Trust's income that was tax-exempt for a given period. Although from time to
time a portion of the exempt-interest dividends paid by the Trust may be an item
of tax preference for shareholders subject to the alternative minimum tax, all
of the dividends (excluding distributions) paid by the Trust during the calendar
year ended December 31, 1995 were exempt from Federal income taxes. The net
amount of any income on Municipal Securities subject to the alternative minimum
tax will be identified when tax information is distributed by the Trust. The
Trust will report annually to shareholders the percentage of interest income it
received during the preceding year on Municipal Securities. Receipt of
tax-exempt income must be reported on the taxpayer's Federal income tax return.
Shareholders receiving Social Security benefits should be aware that
exempt-interest dividends are a factor in determining whether such benefits are
subject to Federal income tax.

A Trust shareholder treats a dividend as a receipt of ordinary income
(whether paid in cash or reinvested in additional shares) if derived from net
interest income earned by the Trust from one or more of: (i) certain taxable
temporary investments (such as certificates of deposit, commercial paper,
obligations of the U.S. government, its agencies or instrumentalities, and
repurchase agreements), (ii) income from securities loans, or (iii) an excess

A-19

<PAGE>

of net short-term capital gains over net long-term capital losses. Additionally,
all or a portion of the Trust's exempt-interest dividends may be a component of
the "adjusted current earnings" preference item under the Federal corporate
alternative minimum tax.

Under the Internal Revenue Code, interest on loans to purchase shares
of the Trust may not be deducted for Federal tax purposes. In addition, under
rules used by the Internal Revenue Service for determining when borrowed funds
are deemed used for the purpose of purchasing or carrying particular assets, the
purchase of shares of the Trust may be considered to have been made with
borrowed funds even though the borrowed funds are not directly traceable to the
purchase of shares. Furthermore, under Section 147(a) of the Internal Revenue
Code, persons who are "substantial users" (or persons related thereto) of
facilities financed by industrial development bonds or Private Activity
Municipal Securities should refer to "Private Activity Municipal Securities" in
the Statement of Additional Information of Tax Exempt Trust and should consult
their own tax advisers before purchasing shares. No investigation as to the
users of the facilities financed by such bonds is made by the Tax Exempt Trust.

Tax Status of the Trusts. If a Trust qualifies as a "regulated investment
company" under the Internal Revenue Code, it will not be liable for Federal
income taxes on amounts paid by it as dividends and distributions. Each Trust
qualified during its last fiscal year and intends to qualify in the current and
future fiscal years, while reserving the right not to qualify. However, the
Internal Revenue Code contains a number of complex tests relating to such
qualification that a Trust might not meet in any particular year. If a Trust
does not qualify, it would be treated for Federal tax purposes as an ordinary
corporation and receive no tax deduction for payments made to shareholders. Tax
Exempt Trust would then be unable to pay "exempt-interest dividends" as
discussed before. Dividends paid by any Trust will not be eligible for the
dividends-received deduction for corporations. For information as to "backup"
withholding on taxable dividends, see "How to Sell Shares," above.

A-20

<PAGE>

No dealer, broker, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus or the Statement of Additional Information, and if given or made
such information and representations must not be relied upon as having been
authorized by the respective Trust, the Manager, the Distributor or any
affiliate thereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.

Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231

Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
The Colorado State Bank Building
1600 Broadway - Suite 1480
Denver, Colorado 80202

<PAGE>

Centennial Government Trust

3410 South Galena Street, Denver, Colorado 80231
1-800-525-9310

Statement of Additional Information dated November 1, 1996

This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Trust and supplements
information in the Prospectus dated November 1, 1996. It should be read together
with the Prospectus which may be obtained by writing to the Trust's Transfer
Agent, Shareholder Services, Inc. at P.O. Box 5143, Denver, Colorado 80217- 5143
or by calling the Transfer Agent at the toll-free number shown above.

Contents Page
<S> <C>
Investment Objective and Policies..........................................2
Other Investment Restrictions..............................................4

Appendix
Trustees and Officers.................................................A-1
Investment Management Services........................................A-5
Service Plan..........................................................A-8
Purchase, Redemption and Pricing of Shares............................A-9
Exchange of Shares....................................................A-12
Yield Information.....................................................A-13
Additional Information................................................A-14
Independent Auditors' Report..........................................A-16
Financial Statements..................................................A-17
Exhibit A: Description of Securities Ratings........................A-24
Exhibit B: Industry Classifications.................................A-28
Exhibit C: Automatic Withdrawal Plan Provisions.....................A-30

</TABLE>

-1-

<PAGE>

Investment Objective and Policies

Investment Policies and Strategies. The investment objectives and policies of
the Trust are described in the Prospectus. Set forth below is supplemental
information about those policies. Certain capitalized terms used in this
Statement of Additional Information are defined in the Prospectus.

The Trust will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Trust may be
affected by changes in general interest rates. Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased, that security would
normally decline in value. Conversely, should interest rates decrease after a
security is purchased, its value would rise. However, those fluctuations in
value will not generally result in realized gains or losses to the Trust since
the Trust does not usually intend to dispose of securities prior to their
maturity. A debt security held to maturity is redeemable by its issuer at full
principal value plus accrued interest. To a limited degree, the Trust may engage
in short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity if, on
the basis of a revised credit evaluation of the issuer or other considerations,
the Trust believes such disposition advisable or needs to generate cash to
satisfy redemptions. In such cases, the Trust may realize a capital gain or
loss.

Repurchase Agreements. In a repurchase transaction, the Trust acquires a
security from, and simultaneously resells it to, an approved vendor (a U.S.
commercial bank or the U.S. branch of a foreign bank having total domestic
assets of at least $1 billion or a broker-dealer with a net capital of at least
$50 million and which has been designated a primary dealer in government
securities). The resale price exceeds the purchase price by an amount that
reflects an agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. The majority of these transactions run from
day to day, and delivery pursuant to resale typically will occur within one to
five days of the purchase. Repurchase agreements are considered "loans" under
the Investment Company Act, collateralized by the underlying security. The
Trust's repurchase agreements require that at all times while the repurchase
agreement is in effect, the value of the collateral must equal or exceed the
repurchase price to fully collateralize the repayment obligation. Additionally,
the Manager will impose creditworthiness requirements to confirm that the vendor
is financially sound, and will continuously monitor the collateral's value.

Loans of Portfolio Securities. To attempt to increase its income for liquidity
purposes, the Trust may lend its portfolio securities to qualified borrowers
(other than in repurchase transactions) if the loan is collateralized in
accordance with applicable regulatory requirements, and if, after any loan, the
value of the securities loaned does not exceed 25% of the value of the Trust's
total assets. The Trust will not enter into any securities lending agreements
having a duration of greater than one year. Any securities received as
collateral for a loan must mature in twelve months or less. The Trust presently
does not intend that the value of securities loaned will exceed 5% of the value
of the Trust's net assets in the coming year.

Under applicable regulatory requirements (which are subject to
change), the loan collateral must, on each business day, at least equal the
market value of the loaned securities and must consist of cash, bank letters of
credit or U.S. Government Securities or other cash equivalents which the Fund is
permitted to purchase. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Trust if the demand meets the
terms of the letter. The Trust receives an

-2-

<PAGE>

amount equal to the dividends or interest on loaned securities and also receives
one or more of (a) negotiated loan fees, (b) interest on securities used as
collateral, or (c) interest on short-term debt securities purchased with such
loan collateral; either type of interest may be shared with the borrower. The
Trust may also pay reasonable finder's, custodian and administrative fees and
will not lend its portfolio securities to any officer, trustee, employee or
affiliate of the Trust or the Manager. The terms of the Trust's loans must meet
applicable tests under the Internal Revenue Code and permit the Trust to
reacquire loaned securities on five days' notice or in time to vote on any
important matter.

Floating Rate/Variable Rate Obligations. The Trust may invest in instruments
with floating or variable interest rates. The interest rate on a floating rate
obligation is based on a stated prevailing market rate, such as a bank's prime
rate, the 91-day U.S. Treasury Bill rate, the rate of return on commercial paper
or bank certificates of deposit, or some other standard, and is adjusted
automatically each time such market rate is adjusted. The interest rate on a
variable rate obligation is also based on a stated prevailing market rate but is
adjusted automatically at a specified interval of no more than one year. Some
variable rate or floating rate obligations in which the Trust may invest have a
demand feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued interest at
any time, or at specified intervals not exceeding one year. These notes may or
may not be backed by bank letters of credit.

Variable rate demand notes may include master demand notes. The
Manager, on behalf of the Trust, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate obligations in
the Trust's portfolio.

Master Demand Notes. A master demand note is a corporate obligation that permits
the investment of fluctuating amounts by the Trust at varying rates of interest
pursuant to direct arrangements between the Trust, as lender, and the corporate
borrower that issues the note. These notes permit daily changes in the amounts
borrowed. The Trust has the right to increase the amount under the note at any
time up to the full amount provided by the note agreement, or to decrease the
amount, and the borrower may repay up to the full amount of the note at any time
without penalty. Because variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded. There is no secondary market
for these notes, although they are redeemable and thus immediately repayable by
the borrower at face value, plus accrued interest, at any time. Accordingly, the
Trust's right to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In evaluating the master demand arrangements,
the Manager considers the earning power, cash flow, and other liquidity ratios
of the issuer. Master demand notes are not typically rated by credit rating
agencies. If they are not rated, the Trust may invest in them only if, at the
time of an investment, they are Eligible Securities. The Manager will
continuously monitor the borrower's financial ability to meet all of its
obligations because the Trust's liquidity might be impaired if the borrower were
unable to pay principal and interest on demand.

Ratings of Securities. The Prospectus describes "Eligible Securities" in which
the Trust may invest and indicates that if a security's rating is downgraded,
the Manager and/or the Board may have to reassess the security's credit risks.
If a security has ceased to be a First Tier Security, Centennial Asset
Management Corporation (the "Manager") will promptly reassess whether the
security continues to present "minimal credit risks." If the Manager becomes
aware that any Rating Organization has downgraded its rating of a Second Tier
Security or rated an unrated security below its second highest rating category,
the Trust's Board of Trustees shall promptly reassess whether the security
presents minimal credit risks and whether it is in the best interests of the
Trust to dispose of it. If a security is

-3-

<PAGE>

in default, or ceases to be an Eligible Security, or is determined no longer to
present minimal credit risks, the Board must determine whether it would be in
the best interests of the Trust to dispose of the security. In each of the
foregoing instances, Board action is not required if the Trust disposes of the
security within five days of the Manager learning of the downgrade, in which
event the Manager will provide the Board with subsequent notice of such
downgrade. The Rating Organizations currently designated as such by the
Securities and Exchange Commission ("SEC") are Standard & Poor's Corporation,
Moody's Investors Service, Inc., Fitch Investors Services, Inc., Duff and
Phelps, Inc., IBCA Limited and its affiliate, IBCA, Inc., and Thomson BankWatch,
Inc. A description of the ratings categories of those Rating Organizations is
contained in Exhibit A.

Other Investment Restrictions

The Trust's most significant investment restrictions are described in the
Prospectus. The following investment restrictions are also fundamental policies
of the Trust, and together with the fundamental policies and restrictions
described in the Prospectus, cannot be changed without the vote of a "majority"
of the Trust's outstanding shares. Under the Investment Company Act, such a
"majority" vote is defined as the vote of the holders of the lesser of: (i) 67%
or more of the shares present or represented by proxy at a shareholder's
meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or (ii) more than 50% of the outstanding shares. Under
these additional restrictions, the Trust cannot: (1) invest in commodities or
commodity contracts or invest in interests in oil, gas or other mineral
exploration or development programs; (2) invest in real estate; (3) purchase
securities on margin or make short sales of securities; (4) invest in or hold
securities of any issuer if those officers and Trustees of the Trust or its
adviser who beneficially own individually more than 0.5% of the securities of
such issuer together own more than 5% of the securities of such issuer; (5)
underwrite securities of other companies; or (6) invest in securities of other
investment companies, except as they may be acquired as part of a merger,
consolidation or acquisition of assets.

For the purposes of the Trust's policy not to concentrate in securities
of issuers as described in the investment restrictions listed in the Prospectus,
the Trust has adopted the industry classifications set forth in Exhibit B to
this Statement of Additional Information. This is not a fundamental policy.

-4-

<PAGE>

APPENDIX

This Appendix is part of the Statement of Additional Information of Centennial
Money Market Trust ("Money Market Trust"), Centennial Tax Exempt Trust ("Tax
Exempt Trust") and Centennial Government Trust ("Government Trust"), each of
which is referred to in this Appendix individually as a "Trust" and collectively
are referred to as the "Trusts." Unless otherwise indicated, the information in
this Appendix applies to each Trust.

Trustees and Officers

The Trustees and officers of the Trusts and their principal business
affiliations and occupations during the past five years are listed below. All
Trustees are Trustees of each of the Trusts. The Trustees are also trustees,
directors, or managing general partners of Centennial America Fund, L.P.,
Centennial California Tax Exempt Trust, Centennial New York Tax Exempt Trust,
Daily Cash Accumulation Fund, Inc., Oppenheimer Cash Reserves, Oppenheimer
Champion Income Fund, Oppenheimer Equity Income Fund, Oppenheimer High Yield
Fund, Oppenheimer Integrity Funds, Oppenheimer International Bond Fund,
Oppenheimer Limited-Term Government Fund, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Municipal Fund, Oppenheimer Strategic Income Fund, Oppenheimer
Strategic Income & Growth Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer
Variable Account Funds, Panorama Series Fund, Inc. and The New York Tax Exempt
Income Fund, Inc. (all of the foregoing funds along with the Trusts are
collectively referred to as the "Denver Oppenheimer funds") except for Mr.
Fossel and Ms. Macaskill, who are Trustees, Directors or Managing Partners of
all the Denver-based Oppenheimer funds except Oppenheimer Integrity Funds,
Oppenheimer Strategic Income Fund, Oppenheimer Variable Account Funds and
Panorama Series Fund Inc. Ms. Macaskill is President and Mr. Swain is Chairman
of the Denver Oppenheimer funds. All of the officers except Mr. Carbuto, Ms.
Wolf, Mr. Zimmer and Ms. Warmack hold similar positions with each of the Denver
Oppenheimer funds. As of October 1, 1996, the Trustees and officers of the
Trust in the aggregate owned less than 1% of the outstanding shares of the
Trust.

ROBERT G. AVIS, Trustee*; Age 65
One North Jefferson Avenue, St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).

WILLIAM A. BAKER, Trustee; Age 81
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

CHARLES CONRAD, JR., Trustee; Age 66
1501 Quail Street, Newport Beach, California 92660
Chairman and Chief Executive Officer of Universal Space Lines, Inc. (A
space services management company); formerly, Vice President of
McDonnell Douglas Space Systems Co. and associated with National
Aeronautics and Space Administration.

A-1

<PAGE>

JON S. FOSSEL, Trustee*; Age 54
Two World Trade Center, New York, New York 10048-0203
Chairman of OppenheimerFunds, Inc. ("OFI"), the immediate parent of
Centennial Asset Management Corporation ("Manager"); director of
Oppenheimer Acquisition Corp.("OAC"), OFI's parent holding company; a
director of Shareholder Services, Inc. ("SSI"), a transfer agent
subsidiary of OFI; formerly President of OFI.

SAM FREEDMAN, Trustee; Age 56
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly, Chairman and Chief Executive Officer of OppenheimerFunds
Services (a transfer agent); Chairman, Chief Executive Officer and a
director of SSI; Chairman, Chief Executive Officer and director of
Shareholder Financial Services, Inc. ("SFSI"); Vice President and a
director of OAC and a director of OFI.

RAYMOND J. KALINOWSKI, Trustee; Age 67
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.(a computer products
training company), formerly Vice Chairman and a director of A.G.
Edwards, Inc., parent holding company of A.G. Edwards & Sons, Inc.
(a broker-dealer), of which he was a Senior Vice President.

C. HOWARD KAST, Trustee; Age 74
2552 E. Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).

ROBERT M. KIRCHNER, Trustee; Age 75
7500 East Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

BRIDGET A. MACASKILL, President and Trustee*; Age 48
Two World Trade Center, New York, New York 10048-0203
President, Chief Executive Officer and a director of the OFI and
HarbourView Asset Management Corporation ("HarbourView"), a subsidiary
of OFI; Chairman and a director of SSI and SFSI; President and a
director of OAC and Oppenheimer Partnership Holdings Inc., a holding
company subsidiary of OFI; a director of Oppenheimer Real Asset
Management, Inc. ("Real Asset"); formerly an Executive Vice President
of OFI.

NED M. STEEL, Trustee; Age 81
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; Director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a director
of the Van Gilder Insurance Corp.
(insurance brokers).

JAMES C. SWAIN, Chairman, Chief Executive Officer and Trustee*; Age 62
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of OFI; formerly President and a director of the Manager,
and formerly

A-2

<PAGE>

Chairman of the Board of SSI.

MICHAEL A. CARBUTO, Vice President and Portfolio Manager of Tax Exempt Trust;
Age 41
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.

DOROTHY WARMACK, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 60
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.

CAROL E. WOLF, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 44
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.

ARTHUR J. ZIMMER, Vice President and Portfolio Manager of Money Market Trust and
Government Trust; Age 50
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and OFI; an officer of other Oppenheimer
funds.

ANDREW J. DONOHUE, Vice President and Secretary; Age 46
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of OFI and
OppenheimerFunds Distributor, Inc. ("OFDI"); President and a director
of the Manager; Executive Vice President, General Counsel and a
director of HarbourView, SFSI, SSI and Oppenheimer Partnership Holdings
Inc.; President and a director of Real Asset; General Counsel of OAC;
Executive Vice President, Chief Legal Officer and a director of
MultiSource Services, Inc. (A broker-dealer); an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate General
Counsel of OFI and OFDI; Partner in Kraft & McManimon (a law firm); an
officer of First Investors Corporation (a broker-dealer) and First
Investors Management Company, Inc. (broker-dealer and investment
adviser); director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.

GEORGE C. BOWEN, Vice President, Treasurer and Assistant Secretary; Age 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of OFI; Vice President and
Treasurer of OFDI and HarbourView; Senior Vice President, Treasurer
Assistant Secretary and a director of the Manager; Vice President,
Treasurer and Secretary of SSI and SFSI; Treasurer of OAC; Vice
President and Treasurer of Real Asset; Chief Executive Officer,
Treasurer and a director of MultiSource Services, Inc.; an officer of
other Oppenheimer funds.

ROBERT J. BISHOP, Assistant Treasurer; Age 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the OFI/Mutual Fund Accounting; an officer of other
Oppenheimer funds;

A-3

<PAGE>

formerly a Fund Controller for OFI, prior to which he was an Accountant
for Yale & Seffinger, P.C., an accounting firm, and previously an
Accountant and Commissions Supervisor for Stuart James Company, Inc., a
broker-dealer.

SCOTT T. FARRAR, Assistant Treasurer; Age 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of OFI/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly a Fund Controller for OFI, prior to which
he was an International Mutual Fund Supervisor for Brown Brothers,
Harriman Co., a bank, and previously a Senior Fund Accountant for State
Street Bank & Trust Company.

ROBERT G. ZACK, Assistant Secretary; Age 48
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of OFI; Assistant
Secretary of SSI and SFSI; an officer of other Oppenheimer funds.

- ---------------------
* A Trustee who is an "interested person" of the Trusts as defined in the
Investment Company Act.

Remuneration of Trustees. The officers of the Trusts are affiliated with the
Manager. They and the Trustees of the Trusts who are affiliated with the Manager
(Ms. Macaskill and Messrs. Fossel and Swain) receive no salary or fee from the
Trusts. The remaining Trustees of the Trusts (excluding Mr. Freedman, who did
not become a Trustee until June 27, 1996) received the compensation shown below
from the Trusts, during its fiscal year ended June 30, 1996, and from all of the
Denver-based Oppenheimer funds (including the Trust) for which they served as
Trustee, Director or Managing General Partner. Compensation is paid for services
in the positions listed beneath their names:

Aggregate Aggregate Aggregate Total
Compensation Compensation Compensation Compensation
from the from the from the from all
Money Market Tax Exempt Government Denver-based
Name and Position Trust Trust Trust Oppenheimer funds1
<S> <C> <C> <C> <C>

Robert G. Avis $2,495 $2,147 $ 941 $53,000
Trustee

William A. Baker $3,449 $2,968 $1,300 $73,255
Audit and Review
Committee Chairman
and Trustee

Charles Conrad, Jr. $3,028 $2,605 $1,142 $64,309
Audit and Review

</TABLE>

A-4

<PAGE>

Committee Member
and Trustee

Raymond J. Kalinowski $3,061 $2,633 $1,154 $65,000
Risk Management
Oversight Committee
Member and Trustee

C. Howard Kast $3,061 $2,633 $1,154 $65,000
Risk Management
Oversight Committee
Member and Trustee

Robert M. Kirchner $3,215 $2,766 $1,212 $68,292
Audit and Review
Committee Member
and Trustee

Ned M. Steel $2,495 $2,147 $ 941 $53,000
Trustee
<FN>
1 For the 1995 calendar year during which the Denver-based Oppenheimer funds
listed in the first paragraph of this section included Oppenheimer Strategic
Investment Grade Bond Fund and Oppenheimer Strategic Short-Term Income Fund
(which ceased operations following the acquisition of their assets by other
Oppenheimer funds.)
</FN>

</TABLE>

Major Shareholders. As of October 1, 1996, A.G. Edwards & Sons, Inc. ("A.G.
Edwards"), 1 North Jefferson Avenue, St. Louis, MO 63103 was the record owner of
7,293,504,730.510 shares of Money Market Trust, 1,472,207,497 shares of Tax
Exempt Trust and 978,301,664 shares of Government Trust (approximately 99.85%,
97.81% and 96.82% of outstanding shares, respectively, of these Trusts).
A.G. Edwards has advised the Trusts that all such shares are held for the
benefit of brokerage clients and that no such client owned beneficially 5% or
more of the outstanding shares of any of the Trusts.

Investment Management Services

The Manager is wholly-owned by OFI, which is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. The remaining stock of OAC is owned
by (i) certain of OFI's directors and officers, some of whom may serve as
officers of the Trust, and three of whom (Messrs. Fossel, Swain and Ms.
Macaskill) serve as Trustees of the Trust and (ii) Edwards, which owns less than
5% of its equity.

The management fee is payable monthly to the Manager under the terms of
the investment advisory agreements between the Manager and each Trust
(collectively, the "Agreements"), and is computed on the aggregate net assets of
the respective Trust as of the close of business each day. The management fees
paid to the Manager by the Trusts during their last three fiscal periods were as
follows: (a) $9,435,959, $12,657,193 and $21,572,513 paid for the fiscal years
ended June 30,

A-5

<PAGE>

1994, 1995 and 1996, respectively, of Money Market Trust; (b) $4,761,673,
$5,050,991 and $6,380,737 paid for the fiscal years ended June 30, 1994, 1995
and 1996, respectively, of Tax Exempt Trust; and (c) $3,182,956, $3,414,212 and
$4,468,617 paid for the fiscal years ended June 30, 1994, 1995 and 1996,
respectively, of Government Trust.

The Agreements require the Manager, at its expense, to provide the
Trusts with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Trusts, including the compilation
and maintenance of records with respect to operations, the preparation and
filing of specified reports, and the composition of proxy materials and
registration statements for continuous public sale of shares of the Trusts.
Expenses not expressly assumed by the Manager under the Agreements or as
Distributor of the shares of the Trusts, are paid by the Trusts. The Agreements
list examples of expenses paid by the Trusts, the major categories of which
relate to interest, taxes, certain insurance premiums, fees to unaffiliated
Trustees, legal, bookkeeping and audit expenses, brokerage, custodian and
transfer agent expenses, share issuance costs, certain printing costs (excluding
the cost of printing prospectuses for sales materials) and registration fees,
and non-recurring expenses, including litigation.

Under its Agreement with the Money Market Trust and the Government
Trust, respectively, the Manager has agreed to reimburse each Trust to the
extent that the Trust's total expenses (including the management fee but
excluding interest, taxes, brokerage commissions, and extraordinary expenses
such as litigation costs) exceed in any fiscal year the lesser of: (i) 1.5% of
average annual net assets of the Trust up to $30 million plus 1% of the average
annual net assets in excess of $30 million or; (ii) 25% of the total annual
investment income of the Trust.

Independently of the Money Market Trust's Agreement, the Manager has
voluntarily agreed to waive a portion of the management fee otherwise payable to
it by the Money Market Trust to the extent necessary to: (a) permit the Money
Market Trust to have a seven-day yield at least equal to that of Daily Cash
Accumulation Fund, Inc., and (b) to reduce, on an annual basis, the management
fee paid on the average net assets of the Trust in excess of $1 billion from
0.40% to: 0.40% of average net assets in excess of $1 billion but less than
$1.25 billion; 0.375% of average net assets in excess of $1.25 billion but less
than $1.50 billion; 0.35% of average net assets in excess of $1.50 billion but
less than $2 billion; and 0.325% of average net assets in excess of $2 billion.
This undertaking became effective as of December 1, 1991, and may be modified or
terminated by the Manager at any time. For the fiscal years ended June 30, 1994,
June 30, 1995 and June 30, 1996, the Manager reimbursed Money Market Trust for
its expenses in the amount of $1,201,403, $0 and $0, respectively.

Under its Agreement with Tax Exempt Trust, the Manager has agreed to
assume that Trust's expenses to the extent that the total expenses (as described
above) of the Trust exceed the most stringent limits prescribed by any state in
which the Trust's shares are offered for sale. The payment of the management fee
at the end of any month will be reduced so that at no time will there be any
accrued but unpaid liabilities under any of these expense assumptions. No
reimbursement or assumption was necessary by the Manager to Government Trust
during its three most recent fiscal years. The Agreements permit the Manager to
act as investment adviser for any other person, firm

A-6

<PAGE>

or corporation.

The Tax Exempt Trust Agreement provides that the Manager assumes no
responsibility under the Agreement other than that which is imposed by law, and
shall not be responsible for any action of the Board of Trustees of the Trust in
following or declining to follow any advice or recommendations of the Manager.
The Agreement provides that the Manager shall not be liable for any error of
judgment or mistake of law, or for any loss suffered by the Trust in connection
with matters to which the Agreement relates, except a loss resulting by reason
of the Manager's willful misfeasance, bad faith or gross negligence in the
performance of its duties, or its reckless disregard of its obligations and
duties under the Agreement.

The Agreements of Money Market Trust and Government Trust provide that
the Manager shall not be liable for any loss sustained by reason of the adoption
of an investment policy or the purchase, sale or retention of any security on
its recommendation, whether or not such recommendation shall have been based
upon its own investigation and research or upon investigation and research made
by any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
Agreements shall be construed to protect the Manager against any liability to
such Trusts or their shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under such Agreements.

Portfolio Transactions. Portfolio decisions are based upon the recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees. As most purchases made by the Trust are principal transactions at net
prices, the Trust incurs little or no brokerage costs. Purchases of portfolio
securities from underwriters include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers include a spread between
the bid and asked prices. The Trust's policy of investing in short-term debt
securities with maturities of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small and securities
are usually held to maturity, high turnover does not have an appreciable adverse
effect upon the net asset value or income of the Trust in periods of stable or
declining rates, and may have a positive effect in periods of rising interest
rates.

The Trust seeks to obtain prompt and reliable execution of orders at
the most favorable net price. If brokers are used for portfolio transactions,
transactions are directed to brokers furnishing execution and research services.
The research services provided by a particular broker may be useful only to one
or more of the advisory accounts of the Manager and its affiliates, and
investment research received for the commissions of those other accounts may be
useful both to the Trust and one or more of such other accounts. Such research,
which may be supplied by a third party at the instance of a broker, includes
information and analyses on particular companies and industries as well as
market or economic trends and portfolio strategy, receipt of market quotations
for portfolio evaluations, information systems, computer hardware and similar
products and services. If a research service also assists the Manager in a
non-research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid for in commission dollars.

A-7

<PAGE>

The research services provided by brokers broaden the scope and
supplement the research activities of the Manager to make available additional
views for consideration and comparisons, and to enable the Manager to obtain
market information for the valuation of securities held in the Trust's portfolio
or being considered for purchase. In the rare instances where the Trust pays
commissions for research, the Board of Trustees, including the independent
Trustees of the Trust, will review information furnished by the Manager as to
the commissions paid to brokers furnishing such services in an effort to
ascertain that the amount of such commissions was reasonably related to the
value or the benefit of such services. The Trust does not direct the handling of
purchases or sales of portfolio securities, whether on a principal or agency
basis, to brokers for selling shares of the Trust. No portfolio transactions are
handled by brokers which are affiliated with the Trust or the Manager if that
broker is acting as principal.

Service Plan

Each Trust has adopted a Service Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act, pursuant to which the Trust will reimburse the
Distributor for a portion of its costs incurred in connection with the services
rendered to the Trust, as described in the Prospectus. Each Plan has been
approved: (i) by a vote of the Board of Trustees of the Trust, including a
majority of the "Independent Trustees" (those Trustees of the Trust who are not
"interested persons," as defined in the Investment Company Act, and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements relating to the Plan) cast in person at a meeting called for the
purpose of voting on the Plan; and (ii) by the vote of the holders of a
"majority" (as defined under the Investment Company Act) of that Trust's
outstanding voting securities. In approving each Plan, the Board determined that
it is likely each Plan will benefit the shareholders of that Trust.

The Distributor has entered into Supplemental Distribution Assistance
Agreements ("Supplemental Agreements") under the Plan with selected dealers
distributing shares of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust
and Oppenheimer Cash Reserves. Quarterly payments by the Distributor, which are
not a Trust expense, for distribution-related services will range from 0.10% to
0.30%, annually, of the average net asset value of shares of these funds owned
during the quarter beneficially or of record by the dealer or its customers.
However, no payment shall be made to any dealer for any quarter during which the
average net asset value of shares of such funds owned during that quarter by the
dealer or its customers is less than $5 million. Payments made pursuant to
Supplemental Agreements are not a fund expense, but are made by the Distributor
out of its own resources or out of the resources of the Manager which may
include profits derived from the advisory fee it receives from each such fund.
No such supplemental payments will be paid to any dealer which is an "affiliate"
(as defined in the Investment Company Act) of the Distributor.

Each Plan, unless terminated as described below, shall continue in
effect from year to year but only so long as such continuance is specifically
approved at least annually by each Trust's Board of Trustees, including its
Independent Trustees, by a vote cast in person at a meeting called for that
purpose. The Supplemental Agreements are subject to the same renewal
requirement. A Plan and the Supplemental Agreements may be terminated at any
time by the vote of a majority of the Trust's Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment

A-8

<PAGE>

Company Act) of the Trust's outstanding voting securities. The Supplemental
Agreements will automatically terminate in the event of their "assignment" (as
defined in the Investment Company Act), and each may be terminated by the
Distributor: (i) in the event a Trust amends its Plan, or (ii) if the net asset
value of shares of the funds covered by the Supplemental Agreements held by the
dealer or its customers is less than $5 million for two or more consecutive
quarters. A dealer may terminate a Supplemental Agreement at any time upon
giving 30 days' notice. Each Plan may not be amended to increase materially the
amount of payments to be made unless such amendment is approved by the
shareholders of that Trust. All material amendments must be approved by the
Independent Trustees.

Under each Plan, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Trust shares held by the
Recipient for itself and its customers did not exceed a minimum amount, if any,
that may be determined from time to time by a majority of the Trust's
Independent Trustees. The Board of Trustees has set the fee at the maximum rate
and set no minimum amount. The Plans permit the Distributor and the Manager to
make additional distribution payments to Recipients from their own resources
(including profits from advisory fees) at no cost to a Trust. The Distributor
and the Manager may, in their sole discretion, increase or decrease the amount
of distribution assistance payments they make to Recipients from their own
assets.

Each Recipient who is to receive distribution payments for any month or
quarter is required to certify in writing that the aggregate payments to be
received from the applicable Trust during that month or quarter do not exceed
the Recipient's administrative and sales related costs in rendering distribution
assistance during the month or quarter, and will reimburse the Trust for any
excess.

For each Trust's fiscal year ended June 30, 1996, payments to the
Distributor under its Plan totaled $12,171,435, $2,929,180 and $1,929,551 for
Money Market Trust, Tax Exempt Trust and Government Trust, respectively, of
which $12,170,702, $2,876,667 and $1,868,803 was paid by Money Market Trust, Tax
Exempt Trust and Government Trust, respectively, to an affiliate of the
Distributor, as a Recipient. Payments received by the Distributor under the
Plans will not be used to pay any interest expense, carrying charge, or other
financial costs, or allocation of overhead by the Distributor. Any unreimbursed
expenses incurred for any fiscal quarter by the Distributor may not be recovered
under that Plan in subsequent fiscal quarters.

While the Plan is in effect, the Treasurer of each Trust shall provide
a report to the Board of Trustees in writing at least quarterly on the amount of
all payments made pursuant to the Plan, the identity of each Recipient that
received any such payment, and the purposes for which the payments were made.
The Plan further provides that while it is in effect, the election and
nomination of those Trustees of a Trust who are not "interested persons" of the
Trust is committed to the discretion of the Independent Trustees. This does not
prevent the involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of the
Independent Trustees.

Purchase, Redemption and Pricing of Shares

Determination of Net Asset Value Per Share. The net asset value of each
Trust's shares is

A-9

<PAGE>

determined twice each day as of 12:00 Noon and the close of The New York Stock
Exchange (the "Exchange") which is normally 4:00 P.M., but may be earlier on
some days, each day the Exchange is open (a "regular business day") (all
references to time mean New York time) by dividing that Trust's net assets (the
total value of the Trust's portfolio securities, cash and other assets less all
liabilities) by the total number of shares outstanding. The Exchange's most
recent annual holiday schedule states that it will close New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The Exchange may also close on other days.
Dealers other than Exchange members may conduct trading in Municipal Securities
on certain days on which the Exchange is closed (e.g., Good Friday), so that
securities of the same type held by Tax Exempt Trust may be traded, and its net
asset value per share may be affected significantly, on such days when
shareholders may not purchase or redeem shares.

The Trusts will seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. There can be no assurance that each Trust will do
so. Each Trust operates under Rule 2a-7 under which a Trust may use the
amortized cost method of valuing their shares. The amortized cost method values
a security initially at its cost and thereafter assumes a constant amortization
of any premium or accretion of any discount, regardless of the impact of
fluctuating interest rates on the market value of the security. This method does
not take into account unrealized capital gains or losses.

Each Trust's Board of Trustees has established procedures intended to
stabilize the Trust's net asset value at $1.00 per share. If a Trust's net asset
value per share were to deviate from $1.00 by more than 0.5%, Rule 2a-7 requires
the Board promptly to consider what action, if any, should be taken. If the
Trustees find that the extent of any such deviation may result in material
dilution or other unfair effects on shareholders, the Board will take whatever
steps it considers appropriate to eliminate or reduce such dilution or unfair
effects, including, without limitation, selling portfolio securities prior to
maturity, shortening the average portfolio maturity, withholding or reducing
dividends, reducing the outstanding number of Trust shares without monetary
consideration, or calculating net asset value per share by using available
market quotations.

As long as the Trusts use Rule 2a-7, each Trust must abide by certain
conditions described in the Prospectus. Some of those conditions which relate to
portfolio management are that each Trust must: (i) maintain a dollar-weighted
average portfolio maturity not in excess of 90 days; (ii) limit its investments,
including repurchase agreements, to those instruments which are denominated in
U.S. dollars and which are rated in one of the two highest short-term rating
categories by at least two "nationally-recognized statistical rating
organizations" ("Rating Organizations") as defined in Rule 2a-7, or by one
Rating Organization if only one Rating Organization has rated the security; an
instrument that is not rated must be of comparable quality as determined by the
Manager under guidelines approved by the Board; and (iii) not purchase any
instruments with a remaining maturity of more than 397 days. The Trust's
fundamental investment policy that the remaining maturity of an instrument shall
not exceed one year is more restrictive than the provisions of Rule 2a-7. Under
Rule 2a-7, the maturity of an instrument is generally considered to be its
stated maturity (or in the case of an instrument called for redemption, the date
on which the redemption payment must be made), with special exceptions for
certain variable rate demand and floating rate instruments. Repurchase
agreements and securities loan agreements are, in general, treated as having a
maturity

A-10

<PAGE>

equal to the period scheduled until repurchase or return, or if subject to
demand, equal to the notice period.

While the amortized cost method provides certainty in valuation, there
may be periods during which the value of an instrument, as determined by
amortized cost, is higher or lower than the price the Trust would receive if it
sold the instrument. During periods of declining interest rates, the daily yield
on shares of the Trust may tend to be lower (and net investment income and daily
dividends higher) than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market prices or
estimates of market prices for its portfolio. Thus, if the use of amortized cost
by the Trusts resulted in a lower aggregate portfolio value on a particular day,
a prospective investor in one of the Trusts would be able to obtain a somewhat
higher yield than would result from investment in a fund utilizing solely market
values, and existing investors in the Trusts would receive less investment
income than if the Trust were priced at market value. Conversely, during periods
of rising interest rates, the daily yield on Trust shares will tend to be higher
and its aggregate value lower than that of a portfolio priced at market value. A
prospective investor would receive a lower yield than from an investment in a
portfolio priced at market value, while existing investors in the Trust would
receive more investment income than if the Trust were priced at market value.

Redemptions. Each Trust's Board of Trustees has the right, in conformity with
the Trust's Declaration of Trust and applicable law, to cause the involuntary
redemption of the shares held in any account if the aggregate net asset value of
such shares is less than $500 or such lesser amount as the Board may decide.
Should the Board elect to exercise this right, it will establish the terms of
any notice of such redemption required to be provided to the shareholder under
the Investment Company Act, including any provision the Board may establish to
enable the shareholder to increase the amount of the investment to avoid
involuntary redemption.

Expedited Redemption Procedures. Under the Expedited Redemption Procedure
available to shareholders of the Trusts, as discussed in the Appendix to the
Prospectus, the wiring of redemption proceeds may be delayed if the Trust's
Custodian bank is not open for business on a day that the Trust would normally
authorize the wire to be made, which is usually the same day for redemptions
prior to 12:00 Noon, and the Trust's next regular business day for redemptions
between 12:00 Noon and the close of The New York Stock Exchange, which is
normally 4:00 P.M., but may be earlier on some days. In those circumstances, the
wire will not be transmitted until the next bank business day on which the Trust
is open for business, and no dividends will be paid on the proceeds of redeemed
shares waiting transfer by wire.

Dividend Reinvestment in Another Fund. Direct shareholders of the Trusts may
elect to reinvest all dividends and/or distributions in Class A shares of any of
the other funds listed in the Prospectus as "Eligible Funds" at net asset value
without sales charge. To elect this option, a shareholder must notify the
Transfer Agent in writing, and either must have an existing account in the fund
selected for reinvestment or must obtain a prospectus for that fund and an
application from the Transfer Agent to establish an account. The investment will
be made at the net asset value per share next determined on the payable date of
the dividend or distribution.

A-11

<PAGE>

Exchange of Shares

Eligible Funds. As stated in the Prospectus, shares of the Trust may, under
certain circumstances, be exchanged by direct shareholders for Class A shares of
the following Oppenheimer funds ("Eligible Funds"):

Bond Fund Series - Oppenheimer Bond Fund for Growth
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Champion Income Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Income Fund
Oppenheimer Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Municipal Bond Fund
Oppenheimer Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Series Fund, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Target Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Rochester Fund Municipals*
Rochester Portfolio Series - Limited Term New York Municipal Fund*
The New York Tax Exempt Income Fund, Inc.

the following "Money Market Funds":

A-12

<PAGE>

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.
- ----------------------------------------------------
*Shares of the Trust are not presently exchangeable for shares of these funds.

Yield Information

Each Trust's current yield is calculated for a seven-day period of time, in
accordance with regulations adopted under the Investment Company Act, as
follows: First, a base period return is calculated for the seven-day period by
determining the net change in the value of a hypothetical pre-existing account
having one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any shares
purchased with dividends on that share, but such dividends are adjusted to
exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to
obtain the current yield to the nearest hundredth of one percent. The compounded
effective yield for a seven-day period is calculated by (a) adding 1 to the base
period return (obtained as described above), (b) raising the sum to a power
equal to 365 divided by 7 and (c) subtracting 1 from the result. For the seven
day period ended June 30, 1996, the "current yield" for each Money Market Trust,
Tax Exempt Trust and Government Trust was 4.74%, 2.89% and 4.58%, respectively.
The seven-day compounded effective yield for that period was 4.85%, 2.93% and
4.69%, respectively.

The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on each Trust's portfolio securities which may affect
dividends, the return on dividends declared during a period may not be the same
on an annualized basis as the yield for that period.

Tax Exempt Trust's "tax equivalent yield" adjusts Tax Exempt Trust's
current yield, as calculated above, by a stated Federal tax rate. The tax
equivalent yield is computed by dividing the tax-exempt portion of the Trust's
current yield by one minus a stated income tax rate and adding the result to the
portion (if any) of the Trust's current yield that is not tax-exempt. The tax
equivalent yield may be compounded as described above to provide a compounded
effective tax equivalent yield. The tax equivalent yield may be used to compare
the tax effects of income derived from the Trust with income from taxable
investments at the tax rates stated. Exhibit D, which is applicable only to Tax
Exempt Trust, includes a tax equivalent yield table, based on various effective
tax brackets for individual taxpayers. Such tax brackets are determined by a
taxpayer's Federal taxable income (the net amount subject to Federal income tax
after deductions and exemptions). The tax

A-13

<PAGE>

equivalent yield table assumes that the investor is taxed at the highest
bracket, regardless of whether a switch to non-taxable investments would cause a
lower bracket to apply and that state income tax payments are fully deductible
for income tax purposes. For taxpayers with income above certain levels,
otherwise allowable itemized deductions are limited. The Tax Exempt Trust's tax
equivalent yield for the seven-day period ended June 30, 1996 was 4.52%. Its
tax-equivalent compounded effective yield for the same period was 4.58% for an
investor in the highest Federal tax bracket.

Yield information may be useful to investors in reviewing each Trust's
performance. A Trust may make comparisons between its yield and that of other
investments, by citing various indices such as The Bank Rate Monitor National
Index (provided by Bank Rate Monitor TM), which measures the average rate paid
on bank money market accounts, NOW accounts and certificates of deposit by the
100 largest banks and thrift institutions in the top ten metropolitan areas.
However, a number of factors should be considered before using yield information
as a basis for comparison with other investments. An investment in a Trust is
not insured. Its yield is not guaranteed and normally will fluctuate on a daily
basis. The yield for any given past period is not an indication or
representation by the Trust of future yields or rates of return on its shares.
Each Trust's yield is affected by portfolio quality, portfolio maturity, type of
instruments held and operating expenses. When comparing a Trust's yield with
that of other investments, investors should understand that certain other
investment alternatives such as certificates of deposit, U.S. Government
Securities, money market instruments or bank accounts may provide fixed yields
or yields that may vary above a stated minimum, and also that bank accounts may
be insured. Certain types of bank accounts may not pay interest when the balance
falls below a specified level and may limit the number of withdrawals by check
per month. In order to compare the Tax Exempt Trust's dividends to the rate of
return on taxable investments, Federal income taxes on such investments should
be considered.

Additional Information

Description of the Trusts. Each Trust's Declaration of Trust contains an express
disclaimer of shareholder and Trustee liability for the Trust's obligations, and
provides for indemnification and reimbursement of expenses out of its property
for any shareholder held personally liable for its obligations. Each Declaration
of Trust also provides that the Trust shall, upon request, assume a defense of
any claim made against any shareholder for any act or obligation of the Trust
and satisfy any judgment thereon. Thus, while Massachusetts law permits a
shareholder of a trust (such as the Trust) to be held personally liable as a
"partner" for the Trust's obligations under certain circumstances, the risk of a
Trust shareholder incurring any financial loss on account of shareholder
liability is highly unlikely and is limited to the relatively remote
circumstance in which the Trust would be unable to meet its obligations
described above. Any person doing business with the Trust, and any shareholder
of the Trust, agrees under the Trust's Declaration of Trust to look solely to
the assets of the Trust for satisfaction of any claim or demand which may arise
out of any dealings with the Trust, and the Trustees shall have no personal
liability to any such person, to the extent permitted by law.

It is not contemplated that regular annual meetings of shareholders
will be held. The Trust will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting is
called by the Trustees. Shareholders have the right, upon the

A-14

<PAGE>

declaration in writing or vote of two-thirds of the outstanding shares of the
Trust, to remove a Trustee. The Trustees will call a meeting of shareholders to
vote on the removal of a Trustee upon the written request of the shareholders of
10% of its outstanding shares. In addition, if the Trustees receive a request
from at least 10 shareholders (who have been shareholders for at least six
months) holding in the aggregate shares of the Trust valued at $25,000 or more
or holding 1% or more of the Trust's outstanding shares, whichever is less, that
they wish to communicate with other shareholders to request a meeting to remove
a Trustee, the Trustees will then either make the Trust's shareholder list
available to the applicants or mail their communication to all other
shareholders at the applicants' expense, or the Trustees may take such other
action as set forth in Section 16(c) of the Investment Company Act.

Tax Status of the Trust's Dividends and Distributions. The Federal tax treatment
of the Trust's dividends and distributions to shareholders is explained in the
Prospectus under the caption "Dividends, Distributions and Taxes." Under the
Internal Revenue Code, the Trust must distribute by December 31 each year 98% of
its taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized from the prior November 1 through
October 31 of that year or else pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Trust's distributions
will meet those requirements, the Trust's Board and the Manager might determine
in a particular year that it is in the best interest of the Trust's shareholders
not to distribute income or capital gains at the mandated levels and to pay the
excise tax on the undistributed amounts.

The Custodian and the Transfer Agent. The Custodian's responsibilities include
safeguarding and controlling the Trusts' portfolio securities and handling the
delivery of portfolio securities to and from the Trusts. The Manager has
represented to the Trusts that its banking relationships with the Custodian have
been and will continue to be unrelated to and unaffected by the relationships
between the Trusts and the Custodian. It will be the practice of the Trusts to
deal with the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager or its affiliates. Shareholder Services,
Inc., the Transfer Agent, is responsible for maintaining each Trust's
shareholder registry and shareholder accounting records, and for shareholder
servicing and administrative functions.

General Distributor's Agreement. Under the General Distributor's Agreement
between each Trust and the Distributor, the Distributor acts as each Trust's
principal underwriter in the continuous public offering of its shares but is not
obligated to sell a specific number of shares. Expenses normally attributable to
sales (other than those paid under the General Distributor's Agreement and the
Service Plan), including advertising and the cost of printing and mailing
prospectuses other than those furnished to existing shareholders, are borne by
the Distributor.

Independent Auditors and Financial Statements. The independent auditors of the
Trusts examine the Trusts' financial statements and perform other related audit
services. They also act as auditors for the Manager and for OFI, the Manager's
immediate parent, as well as for certain other funds advised by the Manager and
OFI.

A-15

<PAGE>

INDEPENDENT AUDITOR'S REPORT
Centennial Government Trust

The Board of Trustees and Shareholders of Centennial Government Trust:

We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Centennial Government Trust as of June 30,
1996, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended June 30, 1996 and 1995,
and the financial highlights for the period July 1, 1991 to June 30, 1996. These
financial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at June 30,
1996 by correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Centennial
Government Trust at June 30, 1996, the results of its operations, the changes in
its net assets, and the financial highlights for the respective stated periods,
in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP

Denver, Colorado
July 22, 1996
A-16

<PAGE>

STATEMENT OF INVESTMENTS June 30, 1996
Centennial Government Trust

<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- ----------
U.S. GOVERNMENT AGENCIES-91.0%
Federal Farm Credit Bank:
<S> <C> <C>
4.86%, 8/20/96 ............................. $ 5,000,000 $ 4,966,250
5.10%, 8/1/96 .............................. 10,000,000 9,999,468
5.20%, 12/30/96(1) ......................... 10,000,000 9,990,618
5.22%, 12/6/96(1) .......................... 20,000,000 19,986,175
5.33%, 4/1/97(1) ........................... 15,000,000 14,992,199

Federal Home Loan Bank:
4.83%, 7/16/96 ............................. 12,660,000 12,634,563
5.10%, 7/8/96 .............................. 12,000,000 11,999,453
5.25%, 1/3/97(1) ........................... 10,000,000 9,997,244
5.26%, 9/4/96 .............................. 15,000,000 14,857,542
5.27%, 9/23/96(1) .......................... 10,000,000 9,997,997
5.30%, 8/12/96 ............................. 20,035,000 19,911,117
5.30%, 9/26/96(1) .......................... 10,000,000 9,995,050
5.65%, 7/8/96(1) ........................... 10,000,000 9,999,940
6.13%, 8/5/96 .............................. 5,605,000 5,608,353
8%, 7/25/96 ................................ 6,325,000 6,335,428

Federal Home Loan Mortgage Corp.:
5.22%, 7/9/96-7/15/96 ...................... 59,793,000 59,681,079
5.26%, 7/8/96-9/10/96 ...................... 60,530,000 60,203,533
5.27%, 7/1/96-7/5/96 ....................... 89,430,000 89,410,131
5.29%, 7/18/96 ............................. 25,000,000 24,937,608
5.30%, 8/12/96-8/20/96 ..................... 103,000,000 102,306,736

Federal National Mortgage Assn.:
4.82%, 8/9/96 .............................. 11,500,000 11,439,155
4.85%, 7/24/96 ............................. 45,000,000 44,852,033
4.93%, 7/25/96 ............................. 23,500,000 23,422,763
5.25%, 8/8/96-10/11/96(1) .................. 35,000,000 34,993,301
5.26%, 7/2/96 .............................. 2,600,000 2,599,620
5.27%, 7/5/96(1) ........................... 2,000,000 2,000,000
5.30%, 8/13/96 ............................. 5,000,000 4,968,347
5.35%, 8/16/96(1) .......................... 6,000,000 5,999,584
5.47%, 6/20/97(1) .......................... 10,000,000 9,990,421
5.59%, 7/1/96 .............................. 15,000,000 15,000,000
5.62%, 7/2/96 .............................. 28,300,000 28,300,057
5.64%, 9/9/96 .............................. 15,000,000 15,035,100
5.76%, 9/3/96 .............................. 10,585,000 10,588,492
5.84%, 2/18/97(1) .......................... 15,000,000 15,047,133
5.85%, 2/14/97(1) .......................... 15,000,000 15,042,618
8%, 7/10/96 ................................ 2,770,000 2,771,714
14%, 9/25/96 ............................... 5,000,000 5,099,069
</TABLE>

A-17

<PAGE>
STATEMENT OF INVESTMENTS (Continued)
Centennial Government Trust
<TABLE>
<CAPTION>
Face Value
Amount See Note 1
--------- ----------
<S> <C> <C>
U.S. GOVERNMENT AGENCIES (Continued)
Student Loan Marketing Assn., guaranteeing commercial paper of
Secondary Market Services, Inc., Education Loan Revenue Nts. Services:
5.27%, 7/8/96 ................................................................ $ 23,232,000 $ 23,208,194
5.30%, 7/17/96-8/30/96 ....................................................... 24,720,000 24,591,280
5.36%, 10/10/96(1) ........................................................... 5,000,000 4,998,910
5.39%, 7/19/96(1) ............................................................ 20,115,000 20,113,665
5.44%, 8/8/96(1) ............................................................. 10,000,000 9,999,047
5.45%, 12/20/96(1) ........................................................... 15,325,000 15,320,566
------------
Total U.S. Government Agencies (Cost $853,191,553) .............................. 853,191,553
------------
U.S. GOVERNMENT OBLIGATION-0.1%
U.S. Treasury Bills, 4.87%, 8/15/96 (Cost $4,969,594) ........................... 5,000,000 4,969,594
------------
REPURCHASE AGREEMENT-9.5%
Repurchase agreement with PaineWebber, Inc., 5.55%, dated 6/28/96, to be
repurchased at $89,641,440 on 7/1/96, collateralized by Federal National
Mortgage Assn. Participation Nts., 6.50%-7.50%, 3/1/09-3/1/26, with a value
of $85,088,094, and Federal Home Loan Mortgage Corp. Participation Nts., 7%,
12/1/22, with a value of $6,472,191 (Cost $89,600,000) ....................... 89,600,000 89,600,000
------------
Total Investments, at Value ..................................................... 100.6% 947,761,147
Liabilities in Excess of Other Assets ........................................... (0.6) (5,275,346)
------------ ------------
Net Assets ...................................................................... 100.0% $942,485,801
============ ============
</TABLE>

1. Floating or variable rate obligation maturing in more than one year. The
interest rate, which is based on specific, or an index of, market interest
rates, is subject to change periodically and is the effective rate on June
30, 1996. This instrument may also have a demand feature which allows the
recovery of principal at any time, or at specified intervals not exceeding
one year, on up to 30 days' notice. Maturity date shown represents effective
maturity based on variable rate and, if applicable, demand feature.

See accompanying Notes to Financial Statements.

A-18

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES June 30, 1996
Centennial Government Trust

<TABLE>
<S> <C>
ASSETS:
Investments, at value (including repurchase agreement of $89,600,000)-
see accompanying statement ........................................ $ 947,761,147
Cash ................................................................. 897,973
Receivables:
Interest .......................................................... 4,441,886
Shares of beneficial interest sold ................................ 3,985,643
Other ............................................................. 13,178
-------------
Total assets ................................................... 957,099,827
-------------

LIABILITIES:
Payables and other liabilities:
Shares of beneficial interest redeemed ............................ 13,214,156
Dividends ......................................................... 1,199,823
Service plan fees ................................................. 65,537
Shareholder reports ............................................... 64,980
Transfer and shareholder servicing agent fees ..................... 38,160
Other ............................................................. 31,370
-------------
Total liabilities .............................................. 14,614,026
-------------

NET ASSETS ........................................................... $ 942,485,801
=============

COMPOSITION OF NET ASSETS
Paid-in capital ...................................................... $ 943,223,028
Accumulated net realized gain on investment transactions ............. (737,227)
-------------

NET ASSETS-applicable to 943,223,028 shares of beneficial
interest outstanding .............................................. $ 942,485,801
=============

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE ....... $ 1.00
=============
</TABLE>

See accompanying Notes to Financial Statements.
A-19

<PAGE>
STATEMENT OF OPERATIONS For the Year Ended June 30, 1996

Centennial Government Trust

<TABLE>
<S> <C>
INVESTMENT INCOME-Interest ................................. $53,846,379
-----------
EXPENSES:
Management fees-Note 3 ..................................... 4,468,617
Service plan fees-Note 3 ................................... 1,929,551
Transfer and shareholder servicing agent fees-Note 3 ....... 502,256
Registration and filing fees ............................... 227,526
Custodian fees and expenses ................................ 133,690
Shareholder reports ........................................ 68,460
Legal and auditing fees .................................... 27,070
Insurance expenses ......................................... 13,348
Trustees' fees and expenses ................................ 7,844
Other ...................................................... 1,792
-----------
Total expenses .......................................... 7,380,154
-----------
NET INVESTMENT INCOME ...................................... 46,466,225

NET REALIZED GAIN ON INVESTMENTS ........................... 25,445
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ....... $46,491,670
===========
</TABLE>

===============================================================================

STATEMENTS OF CHANGES IN NET ASSETS
Centennial Government Trust

<TABLE>
<CAPTION>
Year Ended June 30,
1996 1995
------------- -------------
<S> <C> <C>
OPERATIONS:
Net investment income ....................................... $ 46,466,225 $ 34,584,382
Net realized gain (loss) .................................... 25,445 (757,217)
------------- -------------
Net increase in net assets resulting from operations ........ 46,491,670 33,827,165

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS ................. (46,466,225) (34,750,614)

BENEFICIAL INTEREST TRANSACTIONS:
Net increase in net assets resulting from beneficial interest
transactions-Note 2 ...................................... 49,276,111 280,665,192
------------- -------------

NET ASSETS:
Total increase .............................................. 49,301,556 279,741,743
Beginning of period ......................................... 893,184,245 613,442,502
------------- -------------
End of period ............................................... $ 942,485,801 $ 893,184,245
============= =============
</TABLE>

See accompanying Notes to Financial Statements.

A-20
<PAGE>
FINANCIAL HIGHLIGHTS
Centennial Government Trust

<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period ........................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment
operations-net investment
income and net realized gain ........ .05 .05 .03 .04 .04
Dividends and distributions
to shareholders ..................... (.05) (.05) (.03) (.04) (.04)
----------- ----------- ----------- ----------- -----------
Net asset value, end of period ......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=========== =========== =========== =========== ===========
TOTAL RETURN, AT
NET ASSET VALUE(1) .................. 4.91% 4.93% 2.84% 2.98% 4.75%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands) $ 942,486 $ 893,184 $ 613,443 $ 637,102 $ 574,717
Average net assets (in thousands) ...... $ 962,325 $ 718,681 $ 665,494 $ 633,017 $ 581,563

RATIOS TO AVERAGE NET ASSETS:
Net investment income .................. 4.83% 4.81% 2.79% 2.81% 4.38%
Expenses ............................... 0.77% 0.80% 0.79% 0.79% 0.78%
</TABLE>

1. Assumes a hypothetical initial investment on the business day before the
first day of the fiscal period, with all dividends reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are
not annualized for periods of less than one full year. Total returns reflect
changes in net investment income only.

See accompanying Notes to Financial Statements.

A-21
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Centennial Government Trust

1. SIGNIFICANT ACCOUNTING POLICIES

Centennial Government Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Trust's investment objective is to seek a high current
level of income consistent with preservation of capital and the maintenance of
liquidity, through investment in a diversified portfolio of short-term debt
instruments issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and maturing in, or having been called for redemption in, one
year or less. The Trust's investment advisor is Centennial Asset Management
Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI). The
following is a summary of significant accounting policies consistently followed
by the Trust.

Investment Valuation-Portfolio securities are valued on the basis of amortized
cost, which approximates market value.

Repurchase Agreements-The Trust requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of purchase. If the seller
of the agreement defaults and the value of the collateral declines, or if the
seller enters an insolvency proceeding, realization of the value of the
collateral by the Trust may be delayed or limited.

Federal Taxes-The Trust intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required. At June 30, 1996, the Fund had
available for federal income tax purposes an unused capital loss carryover of
approximately $720,000, expiring in 2003 and 2004.

Distributions to Shareholders-The Trust intends to declare dividends from net
investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. To effect its policy of maintaining a net asset
value of $1.00 per share, the Trust may withhold dividends or make distributions
of net realized gains.

Other-Investment transactions are accounted for on the date the investments are
purchased or sold (trade date). Realized gains and losses on investments are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

A-22
<PAGE>
NOTES TO FINANCIAL STATEMENTS(Continued)
Centennial Government Trust

2. SHARES OF BENEFICIAL INTEREST

The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

<TABLE>
<CAPTION>
Year Ended June 30, 1996 Year Ended June 30, 1995
---------------------------------- ----------------------------------
Shares Amount Shares Amount
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Sold ...................... 2,840,678,875 $ 2,840,678,875 2,655,164,842 $ 2,655,164,842
Dividends and distributions
reinvested ................ 46,248,970 46,248,970 33,137,329 33,137,329
Redeemed .................. (2,837,651,734) $(2,837,651,734) (2,407,636,979) (2,407,636,979)
--------------- --------------- --------------- ---------------
Net increase .............. 49,276,111 $ 49,276,111 280,665,192 $ 280,665,192
=============== =============== =============== ===============
</TABLE>

3. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Trust which provides for a fee of 0.50% on the first
$250 million of average annual net assets with a reduction of 0.025% on each
$250 million thereafter, to 0.40% on net assets in excess of $1 billion. The
Manager has agreed to reimburse the Trust if aggregate expenses (with specified
exceptions) exceed the lesser of 1.50% of the first $30 million of average
annual net assets of the Trust, plus 1% of average annual net assets in excess
of $30 million; or 25% of the total annual investment income of the Trust.

Shareholder Services, Inc. (SSI), a subsidiary of OFI, is the transfer and
shareholder servicing agent for the Trust, and for other registered investment
companies. SSI's total costs of providing such services are allocated ratably to
these companies.

Under an approved plan of distribution, the Trust may expend up to 0.20% of its
net assets annually to reimburse certain securities dealers and other financial
institutions and organizations for costs incurred in distributing Trust shares.
During the year ended June 30, 1996 the Trust paid $43,452 to a broker/dealer
affiliated with the Manager as reimbursement for distribution-related expenses.

A-23

<PAGE>

Exhibit A

DESCRIPTION OF SECURITIES RATINGS

Below is a description of the two highest rating categories for Short Term Debt
and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf of
the Trust. The ratings descriptions are based on information supplied by the
ratings organizations to subscribers.

Short Term Debt Ratings.

Moody's Investors Service, Inc. ("Moody's"): The following rating designations
for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be
investment grade, and indicate the relative repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market
positions in well-established industries; (b) high rates of return
on funds employed; (c) conservative capitalization structures with
moderate reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and high
internal cash generation; and (e) well established access to a
range of financial markets and assured sources of alternate
liquidity.

Prime-2: Strong capacity for repayment. This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

Moody's ratings for state and municipal short-term obligations are designated
"Moody's Investment Grade" ("MIG"). Short-term notes which have demand features
may also be designated as "VMIG".
These rating categories are as follows:

MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broadbased access to the market for
refinancing.

MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.

Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:

A-1: Strong capacity for timely payment. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.

A-24

<PAGE>

A-2: Satisfactory capacity for timely payment. However, the relative degree
of safety is not as high as for issues designated "A-1".

S&P's ratings for Municipal Notes due in three years or less are:

SP-1: Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will
be given a plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest.

S&P assigns "dual ratings" to all municipal debt issues that have a demand or
double feature as part of their provisions. The first rating addresses the
likelihood of repayment of principal and interest as due, and the second rating
addresses only the demand feature. With short-term demand debt, S&P's note
rating symbols are used with the commercial paper symbols (for example,
"SP-1+/A- 1+").

Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following short-term
ratings to debt obligations that are payable on demand or have original
maturities of generally up to three years, including commercial paper,
certificates of deposit, medium-term notes, and municipal and investment notes:

F-1+: Exceptionally strong credit quality; the strongest degree of assurance for
timely payment.

F-1: Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".

F-2: Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues
assigned "F-1+" or "F-1" ratings.

Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities, when issued, of
under one year), asset-backed commercial paper, and certificates of deposit (the
ratings cover all obligations of the institution with maturities, when issued,
of under one year, including bankers' acceptance and letters of credit):

Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative
sources of funds, is outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations.

Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors.
Risk factors are minor.

Duff 1-: High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk
factors are very small.

Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good.
Risk factors are small.

IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings, including
commercial paper (with maturities up to 12 months), are as follows:

A1: Obligations supported by the highest capacity for timely repayment.

A1: Obligations supported by a very strong capacity for timely repayment.

A2: Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.

Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply to
commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.

TBW-1: The highest category; indicates the degree of safety regarding
timely repayment of principal and interest is very strong.

TBW-2: The second highest rating category; while the degree of safety
regarding timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated
"TBW-1".

Long Term Debt Ratings. These ratings are relevant for securities purchased by
the Trust with a remaining maturity of 397 days or less, or for rating issuers
of short-term obligations.

Moody's: Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin,
and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely
to impair the fundamentally strong positions of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group they comprise what are generally known as high-grade bonds. They
are rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in
"Aaa" securities.

Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the higher
end of its generic rating category; the modifier "2" indicates a mid-range
ranking; and the modifier "3" indicates that the issue ranks in the lower end of
its generic rating category.

A-25

<PAGE>

Standard & Poor's: Bonds (including municipal bonds) are rated as follows:

AAA: The highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA: A strong capacity to pay interest and repay principal and differ
from "AAA" rated issues only in small degree.

Fitch:

AAA: Considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably
foreseeable events.

AA: Considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA". Plus (+)
and minus (-) signs are used in the "AA" category to indicate the
relative position of a credit within that category.

Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issuers
is generally rated "F-1+".

Duff & Phelps:

AAA: The highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA: High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic
conditions. Plus (+) and minus (-) signs are used in the "AA"
category to indicate the relative position of a credit within that
category.

IBCA: Long-term obligations (with maturities of more than 12 months) are rated
as follows:

AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that adverse
changes in business, economic, or financial conditions are unlikely
to increase investment risk significantly.

AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse changes
in business, economic, or financial conditions may increase
investment risk albeit not very significantly.

A plus (+) or minus (-) sign may be appended to a long term rating to denote
relative status within a rating category.

TBW: TBW issues the following ratings for companies. These ratings assess the
likelihood of

A-26

<PAGE>

receiving payment of principal and interest on a timely basis and incorporate
TBW's opinion as to the vulnerability of the company to adverse developments,
which may impact the market's perception of the company, thereby affecting the
marketability of its securities.

A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its
natural money markets. If weakness or vulnerability exists in any
aspect of the company's business, it is entirely mitigated by the
strengths of the organization.

A/B: The company is financially very solid with a favorable track record and
no readily apparent weakness. Its overall risk profile, while low, is
not quite as favorable as for companies in the highest rating category.

A-27

<PAGE>

Exhibit B

CORPORATE INDUSTRY CLASSIFICATIONS

Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental

A-28

<PAGE>

Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking

A-29

<PAGE>

Exhibit C

AUTOMATIC WITHDRAWAL PLAN PROVISIONS

By requesting an Automatic Withdrawal Plan, the shareholder agrees to the terms
and conditions applicable to such plans, as stated below and elsewhere in the
Application for such Plans, and the Prospectus and this Statement of Additional
Information as they may be amended from time to time by the Trust and/or the
Distributor. When adopted, such amendments will automatically apply to existing
Plans.

Trust shares will be redeemed as necessary to meet withdrawal payments.
Shares acquired without a sales charge will be redeemed first and thereafter
shares acquired with reinvested dividends and distributions followed by shares
acquired with a sales charge will be redeemed to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made to shareholders under such plans should
not be considered as a yield or income on investment. Purchases of additional
shares concurrently with withdrawals are undesirable because of sales charges on
purchases when made. Accordingly, a shareholder may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases.

1. Shareholder Services, Inc., the Transfer Agent of the Trust, will
administer the Automatic Withdrawal Plan (the "Plan") as agent for the person
(the "Planholder") who executed the Plan authorization and application submitted
to the Transfer Agent.

2. Certificates will not be issued for shares of the Trust purchased for
and held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Trust. Any share
certificates now held by the Planholder may be surrendered unendorsed to the
Transfer Agent with the Plan application so that the shares represented by the
certificate may be held under the Plan. Those shares will be carried on the
Planholder's Plan Statement.

3. Distributions of capital gains must be reinvested in shares of the
Trust, which will be done at net asset value without a sales charge. Dividends
may be paid in cash or reinvested.

4. Redemptions of shares in connection with disbursement payments will be
made at the net asset value per share determined on the redemption date.

5. Checks or ACH payments will be transmitted three business days prior to
the date selected for receipt of the monthly or quarterly payment (the date of
receipt is approximate), according to the choice specified in writing by the
Planholder.

6. The amount and the interval of disbursement payments and the address to
which checks are to be mailed may be changed at any time by the Planholder on
written notification to the Transfer Agent. The Planholder should allow at least
two weeks' time in mailing such notification before the requested change can be
put in effect.

A-30

<PAGE>

7. The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then-current
Prospectus of the Trust) to redeem all, or any part of, the shares held under
the Plan. In such case, the Transfer Agent will redeem the number of shares
requested at the net asset value per share in effect in accordance with the
Trust's usual redemption procedures and will mail a check for the proceeds of
such redemption to the Planholder.

8. The Plan may, at any time, be terminated by the Planholder on written
notice to the Transfer Agent, or by the Transfer Agent upon receiving directions
to that effect from the Trust. The Transfer Agent will also terminate the Plan
upon receipt of evidence satisfactory to it of the death or legal incapacity of
the Planholder. Upon termination of the Plan by the Transfer Agent or the Trust,
shares remaining unredeemed will be held in an uncertificated account in the
name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder, his executor or guardian, or as
otherwise appropriate.

9. For purposes of using shares held under the Plan as collateral, the
Planholder may request issuance of a portion of his shares in certificated form.
Upon written request from the Planholder, the Transfer Agent will determine the
number of shares as to which a certificate may be issued, so as not to cause the
withdrawal checks to stop because of exhaustion of uncertificated shares needed
to continue payments. Should such uncertificated shares become exhausted, Plan
withdrawals will terminate.

10. The Transfer Agent shall incur no liability to the Planholder for any
action taken or omitted by the Transfer Agent in good faith.

11. In the event that the Transfer Agent shall cease to act as transfer
agent for the Trust, the Planholder will be deemed to have appointed any
successor transfer agent to act as his agent in administering the Plan.

A-31

<PAGE>

Investment Adviser and Distributor
Centennial Asset Management Corporation
3410 South Galena Street
Denver, Colorado 80231

Transfer Agent and Shareholder Servicing Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1-800-525-9310

Custodian
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
The Colorado State Bank Building
1600 Broadway - Suite 1480
Denver, Colorado 80202

<PAGE>
CENTENNIAL GOVERNMENT TRUST

FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
- -------- ---------------------------------

(a) Financial Statements:
--------------------

(1) Condensed Financial Information (See Part A): Filed
herewith.

(2) Independent Auditors' Report (See Part B): Filed
herewith.

(3) Statement of Investments, June 30, 1996 (See Part B):
Filed herewith.

(4) Statement of Assets and Liabilities, June 30, 1996
(See Part B): Filed herewith.

(5) Statement of Operations for the year ended June 30, 1996
(See Part B): Filed herewith.

(6) Statements of Changes in Net Assets for the years ended
June 30, 1995 and 1996 (See Part B): Filed herewith.

(7) Notes to Financial Statements (See Part B): Filed
herewith.

(b) Exhibits:
--------

(1) Restated Declaration of Trust dated September 27,
1985: Filed with Registrant's Post-Effective
Amendment No. 9, 9/27/85, and refiled with
Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and

C-1

<PAGE>

incorporated herein by reference.

(2) By-Laws, as amended through June 26, 1990: Filed
with Registrant's Post-Effective Amendment No. 19,
10/31/91, and refiled with Registrant's Post-
Effective Amendment No. 23, 10/28/94, pursuant to
Item 102 of Regulation S-T and incorporated herein
by reference.

(3) Not applicable.

(4) Specimen Share Certificate: Filed with Registrant's
Post-Effective Amendment No. 9, 9/23/85, and refiled
with Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.

(5) Investment Advisory Agreement dated October 22,
1990: Filed with Registrant's Post-Effective
Amendment No. 18, 10/31/90, and refiled with
Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.

(6) (i) General Distributor's Agreement dated October
13, 1992 between Registrant and Centennial Asset
Management Corporation: Filed with Registrant's
Post-Effective Amendment No. 21, 10/29/93, and
incorporated herein by reference.

(ii) Form of Centennial Asset Management Corporation
Dealer Agreement: Filed with Registrant's Post-
Effective Amendment No. 6, 10/26/84, and refiled
with Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.

(iii)Sub-Distributor's Agreement dated May 28, 1993
between Centennial Asset Management Corporation and
Oppenheimer Funds Distributor, Inc.: Filed with
Registrant's Post-Effective Amendment No. 21,
10/29/93, and incorporated herein by reference.

(7) Not applicable.

C-2

<PAGE>

(8) (i) Custodian Agreement dated 5/7/82: Filed with
Registrant's Post-Effective Amendment No. 11,
10/31/86 and refiled with Registrant's Post-
Effective Amendment No. 23, 10/28/94, pursuant to
Item 102 of Regulation S-T and incorporated herein
by reference.

(ii) Amendment dated September 27, 1985, to
Custodian Agreement: Filed with Registrant's Post-
Effective Amendment No. 9, 9/23/85, and refiled with
Registrant's Post-Effective Amendment No. 23,
10/28/94, pursuant to Item 102 of Regulation S-T and
incorporated herein by reference.

(9) Not applicable.

(10) Opinion and Consent of Counsel dated 4/7/82: Filed
with Registrant's Pre-Effective Amendment No. 1,
4/13/82, and refiled with Registrant's Post-
Effective Amendment No. 23, 10/28/94, pursuant to
Item 102 of Regulation S-T and incorporated herein
by reference.

(11) Independent Auditors' Consent: Filed herewith.

(12) Not applicable.

(13) Not applicable.

(14) (i) Form of Individual Retirement Account Plan
(IRA) Agreement: Previously filed with Post-
Effective Amendment No. 21 of Oppenheimer U.S.
Government Trust (File No. 2-76645), 8/25/93, and
incorporated herein by reference.

(ii) Form of prototype Standardized and Non-
Standardized Profit-Sharing Plan for self-employed
persons and corporations: Filed with Post-Effective
Amendment No. 3 of Oppenheimer Global Growth &
Income Fund (File No. 33-33799), 1/31/92, and
incorporated herein by reference.

C-3

<PAGE>

(iii)Form of Tax Sheltered Retirement Plan and
Custody Agreement for employees of public schools
and tax-exempt Organizations: Filed with Post-
Effective Amendment No. 47 of Oppenheimer Growth
Fund (Reg. No. 2-45272), 10/21/94 and incorporated
herein by reference.

(iv) Form of Simplified Employee Pension IRA:
Previously filed with Post-Effective Amendment No.
36 of Oppenheimer Equity Income Fund (File No. 2-
33043), 10/23/91, and incorporated herein by
reference.

(v) Form of Prototype 401 (k) plan: Filed with
Post-Effective Amendment No. 7 to the Registration
Statement of Oppenheimer Strategic Income & Growth
Fund (Reg. No. 33-47378), 9/28/95, and incorporated
herein by reference.

(15) Service Plan and Agreement under Rule 12b-1 dated
August 24, 1993 between Registrant and Centennial
Asset Management Corporation: Filed with
Registrant's Post-Effective Amendment No. 21,
10/29/93, and incorporated herein by reference.

(16) Performance Data Computation Schedule: Filed
herewith.

(17) Financial Data Schedule: Filed herewith.

(18) Not Applicable.

--- Powers of Attorney: Filed with Registrant's Post
Effective Amendment No. 21, 10/29/93, and
incorporated herein by reference. Powers of
Attorney from S. Freedman and B. Macaskill filed
herewith.

C-4
<PAGE>

Item 25. Persons Controlled by and Under Common Control with
- -------- -----------------------------------------------------
Registrant
- ----------

None

Item 26. Number of Holders of Securities
- -------- --------------------------------

Number of Record Holders
Title of Class as of October 1, 1996
-------------- ------------------------

Shares of Beneficial Interest 45,828

Item 27. Indemnification
- -------- ---------------

Reference is made to Section 12 of Article SEVENTH of
Registrant's Restated Declaration of Trust, dated September 27, 1985, filed as
Exhibit 24(b)(1) to this registration statement.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of Registrant pursuant to the foregoing provisions or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

C-5

<PAGE>

Item 28. Business and Other Connections of Investment Adviser
- -------- ----------------------------------------------------

(a) Centennial Asset Management Corporation is the investment
adviser of the Registrant; it and certain subsidiaries and
affiliates act in the same capacity to other registered
investment companies as described in Parts A and B hereof and
listed in Item 28(b) below.

(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in
which each officer and director of Centennial Asset Management
Corporation is, or at any time during the past two fiscal
years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.

Name & Current Position
with Centennial Asset Other Business and Connections
Management Corporation During the Past Two Years
- ---------------------- --------------------------------
<S> <C>
George C. Bowen, Director Treasurer of the New York-based and Rochester-
Senior Vice President, based Oppenheimer funds; Vice President,
Treasurer and Assistant Assistant Secretary and Treasurer of the
Secretary. Denver-based Oppenheimer funds; Senior Vice
President and Treasurer of OppenheimerFunds,
Inc. ("OFI"); Vice President and Treasurer of
OppenheimerFunds Distributor, Inc. ("OFDI") and
HarbourView Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OFI; Vice President, Treasurer
and Secretary of Shareholder Services, Inc.
("SSI") and Shareholder Financial Services,
Inc. ("SFSI"), transfer agent subsidiaries of
OFI; President, Treasurer and Director of
Centennial Capital Corporation; Vice President
and Treasurer of Oppenheimer Real Asset
Management Inc. ("Real Asset"); Treasurer of
Oppenheimer Partnership Holdings, Inc.
("Holdings") and Oppenheimer Acquisition Corp.
("OAC"); Chief Executive Officer, Treasurer and
Director of MultiSource Services, Inc.
("MultiSource"); formerly Senior Vice
President/Comptroller and Secretary of
Oppenheimer Asset Management Corporation
("OAMC"), an investment adviser which was a
subsidiary of OFI

</TABLE>

C-6

<S> <C>
Michael Carbuto, Vice Vice President and/or a Portfolio Manager of
President certain Oppenheimer funds.

Andrew J. Donohue, Secretary of the New York-based and Rochester-
President and Director based Oppenheimer funds; Vice President and
Secretary of the
Denver-based Oppenheimer
funds; Executive Vice
President, Director and
General Counsel of OFDI;
Director, Executive Vice
President and General
Counsel of OFI, SSI, SFSI,
HarbourView, Holdings and
MultiSource; General
Counsel of OAC; President
and Director of Real Asset;
formerly Senior Vice
President and Associate
General Counsel of OFI and
OFDI.

Katherine P. Feld, Vice President and Secretary of OFI, OFDI and
Secretary Real Asset; Secretary of HarbourView, OAC,
MultiSource and Holdings; Secretary, Vice
President and Director of Centennial Capital
Corp.

Gary P. Tyc, Assistant Assistant Treasurer of OFDI and SFSI; Vice
Treasurer and Assistant President, Assistant Secretary and Assistant
Secretary Treasurer of OFI.

Dorothy Warmack, Vice Vice President of OFI; Vice President and/or
President Portfolio Manager of certain Oppenheimer funds.

Carol Wolf, Vice Vice President of OFI; Vice President and/or
President Portfolio Manager of certain Oppenheimer funds.

Arthur Zimmer, Vice Vice President of OFI; Vice President and/or
President Portfolio Manager of certain Oppenheimer funds.

</TABLE>

C-7

<PAGE>

The Oppenheimer funds include the New York-based Oppenheimer funds, the
Denver-based Oppenheimer funds and the Rochester-based Oppenheimer funds set
forth below:

New York-based Oppenheimer funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Municipal Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Trust
Oppenheimer Quest for Value Funds
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Series Fund, Inc.
Oppenheimer Target Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund

C-8
<PAGE>

Denver-based Oppenheimer funds
- -------------------------------
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Municipal Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Panorama Series Fund, Inc.
The New York Tax Exempt Income Fund, Inc.

Rochester-based Oppenheimer funds
- ---------------------------------
Bond Fund Series - Oppenheimer Bond Fund For Growth
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal Fund

The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer funds, OppenheimerFunds Distributor, Inc., HarbourView
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York,

C-9

<PAGE>

New York 10048-0203.

The address of the Denver-based Oppenheimer funds,
Shareholder Financial Services, Inc., Shareholder Services, Inc.,
OppenheimerFunds Services, Centennial Asset Management Corporation,
Centennial Capital Corp.,Oppenheimer Real Asset Management Inc. and
MultiSource Services Inc. is 3410 South Galena Street, Denver,
Colorado 80231.

The address of the Rochester-based Oppenheimer funds is 350
Linden Oaks, Rochester, New York 14625-2807.

Item 29. Principal Underwriter
- -------- ---------------------

(a) Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the
other registered open-end investment companies for which
Centennial Asset Management Corporation is the investment
adviser, as described in Part A and B of this Registration
Statement and listed in Item 28(b) above.

(b) The directors and officers of the Registrant's principal
underwriter are:
<TABLE>
<CAPTION>

Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
George C. Bowen+ Director, Senior Vice Vice
President, Treasurer and President,
Assistant Secretary Treasurer and
Assistant
Secretary

Michael Carbuto+ Vice President None

Andrew J. Donohue* President and Director Vice President
and Secretary

Katherine P. Feld* Secretary None

Gary Paul Tyc+ Assistant Treasurer and None
Assistant Secretary

</TABLE>

C-10

<PAGE>

Dorothy Warmack+ Vice President Vice President

Carol Wolf* Vice President Vice President

Arthur Zimmer* Vice President Vice President

* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
</TABLE>

Item 30. Location of Accounts and Records
- -------- --------------------------------

The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the Investment Company Act
of 1940 and rules promulgated thereunder are in the possession of Centennial
Asset Management Corporation, 3410 South Galena Street, Denver, Colorado 80231.

Item 31. Management Services
- -------- -------------------

Not applicable.

Item 32. Undertakings
- -------- ------------

(a) Not applicable.

(b) Not applicable.

C-11

<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 of 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 Denver and State of Colorado on the 8th day of
October, 1996.

CENTENNIAL GOVERNMENT TRUST

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:
<TABLE>
<CAPTION>

Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ James C. Swain* Chairman, Trustee October 8, 1996
- ------------------ and Principal
James C. Swain Executive Officer

/s/ Jon S. Fossel* Trustee October 8, 1996
- -----------------
Jon S. Fossel

/s/ George C. Bowen* Vice President, October 8, 1996
- ------------------- Treasurer,
George C. Bowen Assistant
Secretary and
Principal Financial
and Accounting
Officer

/s/ Robert G. Avis* Trustee October 8, 1996
- ------------------
Robert G. Avis

/s/ William A. Baker* Trustee October 8, 1996
- --------------------
William A. Baker

</TABLE>
C-12

<PAGE>

<S> <C> <C>
/s/ Charles Conrad, Jr.* Trustee October 8, 1996
- -----------------------
Charles Conrad, Jr.

/s/ Sam Freedman* Trustee October 8, 1996
- -----------------------
Sam Freedman

/s/ Raymond J. Kalinowski* Trustee October 8, 1996
- -------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast* Trustee October 8, 1996
- ------------------
C. Howard Kast

/s/ Robert M. Kirchner* Trustee October 8, 1996
- ----------------------
Robert M. Kirchner

/s/ Bridget A. Macaskill* President, October 8, 1996
- ------------------------- Trustee
Bridget A. Macaskill

/s/ Ned M. Steel* Trustee October 8, 1996
- ----------------
Ned M. Steel

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

</TABLE>

C-13

<PAGE>

CENTENNIAL GOVERNMENT TRUST

INDEX TO EXHIBITS

Exhibit Description
-------- -----------

24(b)(11) Independent Auditor's Consent

24(b)(16) Performance Data Computation Schedule

24(b)(17) Financial Data Schedule

--- Power of Attorney: Sam Freedman

--- Power of Attorney: Bridget A. Macaskill

C-14

24(b)(11)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 25 to Registration
Statement No. 2-75812 of Centennial Government Trust of our report dated July
22, 1996 appearing in the Statement of Additional Information, which is a part
of such Registration Statement, and to the reference to us under the heading
"Financial Highlights" appearing in the Prospectus, which is also a part of such
Registration Statement.

DELOITTE & TOUCHE LLP

Denver, Colorado
October 4, 1996

Centennial Government Trust
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule

1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 06/30/96:

Calculations of the Fund's "Yield" and "Compounded Effective Yield" set
forth in the section entitled "Yield Information" in the Statement of
Additional Information were made as follows:

Date Daily Accrual Per Share (in $)

06/24/96 .0001253
06/25/96 .0001242
06/26/96 .0001250
06/27/96 .0001253
06/28/96 .0001264
06/29/96 .0001265
06/30/96 .0001265
--------

Seven Day
Total: .0008792

Current Yield: $0.0008792/7 x 365 = 4.58%

365/7
Effective Yield: (.0008792 + 1) - 1 = 4.69%

<ARTICLE> 6
<CIK> 357247
<NAME> Centennial Government Trust

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 947,761,147
<INVESTMENTS-AT-VALUE> 947,761,147
<RECEIVABLES> 8,427,529
<ASSETS-OTHER> 13,178
<OTHER-ITEMS-ASSETS> 897,973
<TOTAL-ASSETS> 957,099,827
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,614,026
<TOTAL-LIABILITIES> 14,614,026
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 943,223,028
<SHARES-COMMON-STOCK> 943,223,028
<SHARES-COMMON-PRIOR> 893,946,917
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (737,227)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 942,485,801
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 53,846,379
<OTHER-INCOME> 0
<EXPENSES-NET> 7,380,154
<NET-INVESTMENT-INCOME> 46,466,225
<REALIZED-GAINS-CURRENT> 25,445
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 46,491,670
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 46,466,225
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,840,678,875
<NUMBER-OF-SHARES-REDEEMED> 2,837,651,734
<SHARES-REINVESTED> 46,248,970
<NET-CHANGE-IN-ASSETS> 49,301,556
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (762,672)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,468,617
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,380,154
<AVERAGE-NET-ASSETS> 962,325,365
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.05
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Andrew J. Donohue or Robert G. Zack, and each of them, her true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for her and in her capacity as a trustee of CENTENNIAL
GOVERNMENT TRUST, a Massachusetts business trust (the "Fund"), to sign on her
behalf any and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities Act of 1933, the
Investment Company Act of 1940 and any amendments and supplements thereto, and
other documents in connection thereunder, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, may lawfully do or cause to be done by virtue hereof.

Dated this 24th day of October, 1995.

/s/ Bridget A. Macaskill
- -------------------------
Bridget A. Macaskill

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Andrew J. Donohue or Robert G. Zack, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his capacity as a trustee of CENTENNIAL
GOVERNMENT TRUST, a Massachusetts business trust (the "Fund"), to sign on his
behalf any and all Registration Statements (including any post-effective
amendments to Registration Statements) under the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and purposes as she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.

Dated this 27th day of June, 1996.

/s/ Sam Freedman
- ------------------
Sam Freedman