CENTENNIAL GOVERNMENT TRUST /CO/
497, 2000-10-31
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CENTENNIAL GOVERNMENT TRUST

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Prospectus dated November 1,  2000       Centennial Government Trust is a money
                                         market mutual fund.  It seeks a high
                                         level of current income consistent
                                         with preserving capital and
                                         maintaining liquidity.  The Trust
                                         invests in short-term, high quality
                                         "money market" investments.

                                         This  Prospectus   contains   important
                                         information     about    the    Trust's
                                         objective,   its  investment  policies,
                                         strategies and risks.  It also contains
                                         important  information about how to buy
                                         and sell  shares of the Trust and other
                                         account features.
As with all mutual funds, the Please read this Prospectus  carefully  Securities
and  Exchange  Commission  has before you invest and keep it for not approved or
disapproved the Trust's future reference about your account.  securities nor has
it determined  that this  Prospectus  is accurate or complete.  It is a criminal
offense to represent otherwise.
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<PAGE>




CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T

                  This section applies to the prospectuses of Centennial Money
                  Market Trust, Centennial Tax Exempt Trust and Centennial
                  Government Trust

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends and Tax Information

                  Financial Highlights



<PAGE>


A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE  TRUST'S  INVESTMENT  OBJECTIVE?  The  Trust  seeks a high  level of
current  income  that is  consistent  with the  preservation  of capital and the
maintenance of liquidity.

WHAT DOES THE TRUST  MAINLY  INVEST IN?  The Trust is a money  market  fund.  It
invests in a variety of  high-quality  money market  instruments to seek income.
The Trust  invests  principally  in  short-term,  U.S.  dollar-denominated  debt
instruments issued by the U.S. government,  its agencies and  instrumentalities.
To be considered  "high-quality,"  generally investments must be rated in one of
the  two  highest   credit-quality   categories  for  short-term  securities  by
nationally recognized rating services. If unrated, a security must be determined
by  the  Trust's  investment  manager  to  be of  comparable  quality  to  rated
securities.

WHO IS THE TRUST  DESIGNED  FOR?  The Trust is designed  for  investors  who are
seeking income at current money market rates while preserving the value of their
investment,  because the Trust  tries to keep its share  price  stable at $1.00.
Income on short-term money market  instruments  tends to be lower than income on
longer term debt securities,  so the Trust's yield will likely be lower than the
yield on  longer-term  fixed  income  funds.  The Trust  does not invest for the
purpose  of  seeking  capital  appreciation  or  gains  and  is  not a  complete
investment program.

Main Risks of Investing in the Trust

All  investments  carry  risks  to  some  degree.  Funds  that  invest  in  debt
obligations  for income may be subject to credit risks and interest  rate risks.
However,  the Trust's investments must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. Those
standards  include  requirements  for  maintaining  high  credit  quality in the
Trust's  portfolio,  a short average portfolio maturity to reduce the effects of
changes  in  interest  rates  on  the  value  of  the  Trust's   securities  and
diversifying  the Trust's  investments  among issuers to reduce the effects of a
default by any one issuer on the Trust's overall  portfolio and the value of the
Trust's shares.

     Even so,  there are risks that any of the Trust's  holdings  could have its
credit rating  downgraded,  or the issuer could default,  or that interest rates
could rise sharply,  causing the value of the Trust's investments (and its share
price) to fall. As a result,  there is a risk that the Trust's shares could fall
below  $1.00 per share.  If there is a high  redemption  demand for the  Trust's
shares  that was not  anticipated,  portfolio  securities  might have to be sold
prior to their  maturity  at a loss.  Also,  there is the risk that the value of
your investment could be eroded over time by the effects of inflation,  and that
poor security  selection could cause the Trust to underperform  other funds with
similar objectives.


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An investment  in the Trust is not insured or guaranteed by the Federal  Deposit
Insurance  Corporation or any other government agency.  Although the Trust seeks
to preserve the value of your  investment at $1.00 per share,  it is possible to
lose money by investing in the Trust.
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The Trust's Past Performance

The bar chart and table below show how the  Trust's  returns may vary over time,
by showing changes in the Trust's performance from year to year for the last ten
calendar  years and  average  annual  total  returns for the 1-, 5- and 10- year
periods.  Variability  of returns is one measure of the risks of  investing in a
money market fund. The Trust's past investment  performance does not predict how
the Trust will perform in the future.

Annual Total Returns (% as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/00  through  9/30/00 the  cumulative  total  return (not
annualized)  was 4.17%.  During the period  shown in the bar chart,  the highest
return  (not  annualized)  for a calendar  quarter was 1.90% (1st Q '90) and the
lowest return (not annualized) for a calendar quarter was 0.63% (1st Q '93)

Average Annual Total Returns
for the periods ended December 31,    1 Year    5 Years         10 Years
1999
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Centennial Government Trust           4.43%     4.82%           4.74%
(inception 10/5/81)
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The returns  measure the  performance of a hypothetical  account and assume that
all dividends have been reinvested in additional  shares.  The total returns are
not the Trust's  current  yield.  The Trust's  yield more  closely  reflects the
Trust's current earnings.


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To obtain the  Trust's  current  7-day  yield,  please call the  Transfer  Agent
toll-free at 1.800.525.9310.
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Fees and Expenses of the Trust

The  Trust  pays a variety  of  expenses  directly  for  investment  management,
administration  and other  services.  Those  expenses  are  subtracted  from the
Trust's  assets to  calculate  the  Trust's  net  asset  value  per  share.  All
shareholders  therefore pay those expenses indirectly.  The following tables are
meant to help you  understand  the fees and  expenses you may pay if you buy and
hold shares of the Trust.  The numbers below are based upon the Trust's expenses
during its fiscal year ended June 30, 2000.

SHAREHOLDER  FEES.  The Trust does not charge any  initial  sales  charge to buy
shares or to reinvest  dividends.  There are no exchange fees or redemption fees
and no  contingent  deferred  sales  charges  (unless  you buy  Trust  shares by
exchanging Class A shares of other eligible funds that were purchased subject to
a contingent deferred sales charge, as described in "How to Sell Shares").

Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

 ------------------------------------------------------------------------------
 Management Fees                              0.45%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Distribution and/or Service (12b-1) Fees     0.20%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Other Expenses                               0.09%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Total Annual Operating Expenses              0.74%
 ------------------------------------------------------------------------------
"Other expenses" in the table include  transfer agent fees,  custodial fees, and
accounting and legal expenses the Trust pays.

EXAMPLE.  The  following  example is  intended  to help you  compare the cost of
investing in the Trust with the cost of investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in shares of the Trust for the time
periods  indicated and reinvest your  dividends and  distributions.  The example
also assumes that your investment has a 5% return each year and that the Trust's
operating  expenses  remain the same.  Your actual costs may be higher or lower,
because expenses will vary over time.  Based on these  assumptions your expenses
would be as follows whether or not you redeem your investment at the end of each
period:

  -----------------------------------------------------------------------------
                                1 year      3 years     5 years    10 years
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
                                $76         $237        $411       $918
  -----------------------------------------------------------------------------

About the Trust's Investments

THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in short-term money
market  securities  meeting  quality,  maturity  and  diversification  standards
established by its Board of Trustees as well as rules that apply to money market
funds under the Investment Company Act. The Statement of Additional  Information
contains more detailed  information  about the Trust's  investment  policies and
risks.

          The  Trust's   investment   manager,   Centennial   Asset   Management
     Corporation (referred to in this Prospectus as the Manager) tries to reduce
     risks by diversifying  investments and by carefully researching investments
     before the Trust buys them.  The rate of the Trust's  income will vary from
     day to day, generally  reflecting  changes in overall  short-term  interest
     rates.  There is no assurance  that the Trust will  achieve its  investment
     objective.

What  Does the Trust  Invest In?  Money  market  instruments  are  high-quality,
      short-term  debt  instruments.  They may have fixed,  variable or floating
      interest rates. All of the Trust's money market  investments must meet the
      special  quality and maturity and  requirements  set under the  Investment
      Company Act and the special  standards set by the Board described  briefly
      below.  The following is a brief  description of the types of money market
      instruments the Trust may invest in.

o U.S. Government Securities.  The Trust invests mainly in obligations issued or
guaranteed by the U.S.  government or any of its agencies or  instrumentalities.
Some are direct obligations of the U.S. Treasury,  such as Treasury bills, notes
and bonds,  and are supported by the full faith and credit of the United States.
Other U.S. government  securities,  such as pass-through  certificates issued by
the Government National Mortgage Association (Ginnie Mae), are also supported by
the full faith and credit of the U.S.  government.  Some government  securities,
agencies or  instrumentalities of the U.S. government are supported by the right
of the  issuer to  borrow  from the U.S.  Treasury,  such as  securities  of the
Federal National Mortgage Corporation (Fannie Mae). Others may be supported only
by the credit of the  instrumentality,  such as  obligations of the Federal Home
Loan Mortgage Corporation (Freddie Mac).

o Other Money Market  Obligations.  The Trust may invest in variable rate notes,
variable rate master  demand notes or in master  demand  notes.  The Trust o may
also purchase other debt  obligations  that mature within twelve months from the
date of purchase.  It may purchase  debt  obligations  that have been called for
redemption  by the  issuer if the  redemption  will occur  within one year.  The
Trustees  have  proposed  a charge to this  policy  to  increase  the  length of
permitted maturity to up to the maximum time permitted under Rule 2a-7, which is
currently  397  days.  Please  refer to  "What  Standards  Apply to the  Trust's
Investments?" below for more details.

          Additionally,  the Trust may buy other money market  instruments  that
     the Manager  approves under  procedures  adopted by the Board of Trustees..
     They  must be  U.S.  dollar-denominated  short-term  investments  that  the
     Manager must determine to have minimal credit risks.

     What Standards Apply to the Trust's  Investments?  Money market instruments
     are subject to credit risk,  the risk that the issuer might not make timely
     payments of interest on the security or repay principal when it is due. The
     Trust  may buy  only  those  investments  that  meet  standards  set by the
     Investment Company Act for money market funds and procedures adopted by the
     Board. The Trust's Board has adopted evaluation  procedures for the Trust's
     portfolio  and  the  Manager  has the  responsibility  to  implement  those
     procedures when selecting investments for the Trust.

     In general,  the Trust buys only high-quality  investments that the Manager
     believespresent minimal credit risk at the time of purchase. "High-quality"
     investments are:

o rated in one of the two highest short-term rating categories of two national
  rating organizations, or
o rated by one rating organization in one of its two highest rating categories
  (if only one rating organization has rated the investment), or
o unrated  investments that the Manager  determines are comparable in quality to
  the two highest rating categories.

          The standards  also limit the amount of the Trust's assets that can be
     invested  in  the  securities  of any  one  issuer  (other  than  the  U.S.
     government,  its  agencies  and  instrumentalities),  to spread the Trust's
     investment risks. According to the standards,  the Trust can invest without
     limit in U.S.  government  securities  because of their limited  investment
     risks. The Trust's  fundamental policy restricting  investments in any debt
     instrument  having a  maturity  in  excess of one year from the date of the
     investment is more  restrictive  than the standards that apply to all. That
     restriction could limit the Trust's investments, however, shareholders have
     been requested to approve an amendment to this policy whereby no security's
     maturity  will exceed the maximum time  permitted  under Rule 2a-7.  If the
     change is not approved by  shareholders,  the Manager will  supplement this
     Prospectus to reflect that the change was not approved.  Finally, the Trust
     must maintain a dollar-weighted average portfolio maturity of not more than
     90 days, to reduce interest rate risks.

     Can the Trust's Investment Objective and Policies Change? The Trust's Board
     can change non-fundamental policies without shareholder approval,  although
     significant  changes will be described in  amendments  to this  Prospectus.
     Fundamental  policies  cannot be changed without the approval of a majority
     of the Trust's outstanding voting shares. The Trust's investment  objective
     is a fundamental policy. Some investment  restrictions that are fundamental
     polices  are  listed  in  the  Statement  of  Additional  Information.   An
     investment  policy  is  not  fundamental  unless  this  Prospectus  or  the
     Statement  of  Additional  Information  says  that  it is.  Please  see the
     Statement of Additional  Information for more  information on the proposals
     to change the fundamental policies that the Board of Trustees has requested
     shareholders to approve.  If shareholders do not approve the changes,  then
     this  Prospectus  and  the  Statement  of  Additional  Information  will be
     supplemented to advise you that the amendments were not approved.

     OTHER INVESTMENT STRATEGIES.  To seek its objective, the Trust can also use
     the investment  techniques and strategies  described below. The Trust might
     not always use all of them. These  techniques  involve risks. The Statement
     of Additional  Information  contains more  information  about some of these
     practices,  including  limitations on their use that are designed to reduce
     some of the risks.

     Floating  Rate/Variable  Rate  Notes.  The Trust can  purchase  notes  with
     floating or variable  interest  rates.  Variable  rates are  adjustable  at
     stated  periodic  intervals.  Floating  rates  are  adjusted  automatically
     according to a specified  market rate or benchmark,  such as the prime rate
     of a bank.  If the  maturity  of a note is  greater  than one year from the
     purchase date (or if the proposed change is approved by  shareholders,  the
     maximum time permitted under Rule 2a-7), it may be purchased only if it has
     a demand  feature.  That  feature  must  permit  the Trust to  recover  the
     principal  amount of the investment on not more than thirty days' notice at
     any time, or at specified times not exceeding one year from purchase (or if
     the proposed change is approved by shareholders, the maximum time permitted
     under Rule 2a-7).

     Repurchase Agreements. The Trust may enter into repurchase agreements. In a
     repurchase transaction,  the Trust buys a security and simultaneously sells
     it to the vendor for delivery at a future date.  Repurchase agreements must
     be fully  collateralized.  However,  if the vendor  fails to pay the resale
     price on the delivery  date,  the Trust may incur costs in disposing of the
     collateral and may  experience  losses if there is any delay in its ability
     to do so. The Trust will not enter into repurchase  transactions  that will
     cause more than 10% of the Trust's  net assets to be subject to  repurchase
     agreements  having a maturity  beyond seven days.  There is no limit on the
     amount  of the  Trust's  net  assets  that  may be  subject  to  repurchase
     agreements maturing in seven days or less.

     Illiquid and Restricted  Securities.  Investments  may be illiquid  because
     they do not have an active  trading  market,  making it  difficult to value
     them or dispose of them  promptly  at an  acceptable  price.  A  restricted
     security is one that has a  contractual  limit on resale or which cannot be
     sold publicly  until it is registered  under federal  securities  laws. The
     Trust  will not  invest  more  than 10% of its net  assets in  illiquid  or
     restricted  securities.  That limit  does not apply to  certain  restricted
     securities  that  are  eligible  for  resale  to  qualified   institutional
     purchasers.  The Manager  monitors  holdings of illiquid  securities  on an
     ongoing  basis to  determine  whether  to sell  any  holdings  to  maintain
     adequate  liquidity.  Difficulty in selling a security may result in a loss
     to the Trust or additional costs.


I N V E S T I N G  I N  T H E  T R U S T S

     The information below applies to Centennial Money Market Trust,  Centennial
     Tax Exempt Trust and Centennial  Government Trust. Each is referred to as a
     "Trust"  and they are  collectively  referred  to as the  "Trusts".  Unless
     otherwise indicated, this information applies to each Trust.

How the Trusts are Managed

     THE MANAGER.  The  Manager,  Centennial  Asset  Management  Corporation,  a
     wholly-owned  subsidiary  of  OppenheimerFunds,  Inc.,  is  the  investment
     advisor for the Trusts. The Manager chooses each of the Trust's investments
     and handles its  day-to-day  business.  The Manager  carries out its duties
     subject to the policies established by the Trust's Board of Trustees, under
     an investment  advisory agreement with each Trust that states the Manager's
     responsibilities. The agreement sets the fees the Trust pays to the Manager
     and describes the expenses that the Trust is  responsible to pay to conduct
     its business.

     The Manager has been an investment  advisor since 1978. The Manager and its
     affiliates managed investment  companies and other assets of more than $130
     billion  as of  September  30,  2000,  and more than 5 million  shareholder
     accounts.  The  Manager is located at 6803  South  Tucson  Way,  Englewood,
     Colorado 80112.

     Portfolio  Managers.  The portfolio  managers of the Trusts are the persons
     principally  responsible  for  the  day-to-day  management  of the  Trust's
     portfolios.  The  portfolio  manager of  Centennial  Money Market Trust and
     Centennial  Government  Trust is Carol E. Wolf.  Ms. Wolf was  co-portfolio
     manager of the Trusts from June 1990 until April 2000,  when she became the
     sole portfolio manager. She is a Senior Vice President of OppenheimerFunds,
     Inc. and of the Trusts and an officer and portfolio  manager of other funds
     for which the Manager or an affiliate  serves as  investment  advisor.  The
     portfolio  manager of Centennial Tax Exempt Trust is Michael Carbuto (since
     October 1987).  Mr. Carbuto is a Vice President of  OppenheimerFunds,  Inc.
     and is an  officer  and  portfolio  manager  of other  funds  for which the
     Manager serves as investment advisor.

     Advisory Fees. Under each investment advisory  agreement,  a Trust pays the
     Manager an  advisory  fee at an annual  rate that  declines  on  additional
     assets as the Trust grows.  That fee is computed on the average  annual net
     assets of the respective Trust as of the close of each business day.

     o  Centennial  Money Market  Trust.  The annual  management  fee rates are:
     0.500% of the first $250  million of the Trust's net assets;  0.475% of the
     next $250 million; 0.450% of the next $250 million; 0.425% of the next $250
     million;  0.400% of the next $250 million; 0.375% of the next $250 million;
     0.350% of the next $500  million;  and 0.325% of net assets in excess of $2
     billion.  In the agreement,  the Manager  guarantees that the Trust's total
     expenses in any fiscal  year,  exclusive of taxes,  interest and  brokerage
     commissions, and extraordinary expenses such as litigation costs, shall not
     exceed the lesser of (1) 1.5% of the average annual net assets of the Trust
     up to $30 million and 1% of its average  annual net assets in excess of $30
     million;  or (2) 25% of the total  annual  investment  income of the Trust.
     Centennial  Money Market  Trust's  management fee for its fiscal year ended
     June 30, 2000 was 0.34% of the Trust's average annual net assets.

     o Centennial  Government Trust. The annual management fee rates are: 0.500%
     of the first $250  million of the Trust's  net  assets;  0.475% of the next
     $250  million;  0.450%  of the next $250  million;  0.425% of the next $250
     million;  0.400% of the next $250 million;  0.375% of the next $250 million
     and 0.350% of net assets in excess of $1.5  billion.  The  Manager has made
     the same guarantee to Centennial  Government  Trust  regarding  expenses as
     described above for Centennial Money Market Trust.  The Trust's  management
     fee for its  fiscal  year  ended  June 30,  2000 was  0.45% of the  Trust's
     average annual net assets.

     o Centennial Tax Exempt Trust.  The annual  management fee rates applicable
     to the  Trust are as  follows:  0.500% of the  first  $250  million  of the
     Trust's net  assets;  0.475% of the next $250  million;  0.450% of the next
     $250  million;  0.425%  of the next $250  million;  0.400% of the next $250
     million;  0.375% of the next $250 million; 0.350% of the next $500 million;
     and 0.325% of net assets in excess of $2 billion. Under the agreement, when
     the value of the 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.  However,
     the annual fee cannot be less than $0. The Trust's  management  fee for its
     fiscal year ended June 30, 2000 was 0.43% of the Trust's average annual net
     assets.


How to Buy Shares

     HOW ARE SHARE  PRICES  DETERMINED?  Shares of each  Trust are sold at their
     offering  price,  which is the net asset value per share  without any sales
     charge.  The net asset value per share will normally  remain fixed at $1.00
     per  share.  However,  there is no  guarantee  that a Trust will be able to
     maintain a stable net asset value of $1.00 per share.

     The offering  price that  applies to a purchase  order is based on the next
     calculation  of the net  asset  value  per  share  that is made  after  the
     Sub-Distributor  (OppenheimerFunds Distributor, Inc.) receives the purchase
     order at its  offices  in  Colorado,  or after any agent  appointed  by the
     Sub-Distributor  receives the order and sends it to the  Sub-Distributor as
     described below.

     How is a Trust's Net Asset Value Determined?  The net asset value of shares
     of each Trust is determined twice each day, at 12:00 Noon and at 4:00 P.M.,
     on each day The New York Stock Exchange is open for trading (referred to in
     this  Prospectus as a "regular  business  day").  All references to time in
     this Prospectus mean "New York time."

     The net asset  value per share is  determined  by  dividing  the value of a
     Trust's  net assets by the number of shares that are  outstanding.  Under a
     policy adopted by the Board of Trustees of the Trusts,  each Trust uses the
     amortized cost method to value its securities to determine net asset value.

     The shares of each Trust offered by this  Prospectus  are  considered to be
     Class  A  shares  for  the  purposes  of  exchanging  them  or  reinvesting
     distributions  among other eligible funds that offer more than one class of
     shares.

     IS THERE A MINIMUM INVESTMENT?  Minimum initial investments described below
     and depend on how you buy and pay for your shares.  You can make additional
     investments  at any time  with as  little as $25.  The  minimum  investment
     requirements  do not apply to reinvesting  distributions  from the Trust or
     other eligible funds (a list of them appears in the Statement of Additional
     Information,  or you can ask your  dealer  or call the  Transfer  Agent) or
     reinvesting  distributions  from  unit  investment  trusts  that  have made
     arrangements with the Distributor.

HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:

     Buying Shares Through a Dealer's Automatic Purchase and Redemption Program.
     You can buy  shares  of a Trust  through a  broker-dealer  that has a sales
     agreement  with the  Trust's  Distributor  or  Sub-Distributor  that allows
     shares  to  be  purchased  through  the  dealer's  Automatic  Purchase  and
     Redemption  Program.  Shares of each Trust are sold mainly to  customers of
     participating  dealers that offer the Trusts'  shares  under these  special
     purchase  programs.  If  you  participate  in  an  Automatic  Purchase  and
     Redemption Program  established by your dealer,  your dealer buys shares of
     the Trust for your account  with the dealer.  Program  participants  should
     also read the description of the program provided by their dealer.

BuyingShares  Through Your  Dealer.  If you do not  participate  in an Automatic
      Purchase and Redemption Program, you can buy shares of a Trust through any
      broker/dealer  that has a sales agreement with the  Sub-Distributor.  Your
      dealer will place your order with the Sub-Distributor on your behalf.

     Buying Shares Directly Through the  Sub-Distributor.  You can also purchase
     shares  directly  through  the   Sub-Distributor.   Shareholders  who  make
     purchases  directly  and hold shares in their own names are  referred to as
     "direct shareholders" in this Prospectus.

     The  Sub-Distributor  may appoint  servicing agents to accept purchase (and
     redemption)   orders,   including   broker/dealers  that  have  established
     Automatic Purchase and Redemption  Programs.  The  Sub-Distributor,  in its
     sole discretion, may reject any purchase order for shares of a Trust.

     AUTOMATIC  PURCHASE AND  REDEMPTION  PROGRAM.  If you buy shares of a Trust
     through your  broker/dealer's  Automatic  Purchase and Redemption  Program,
     your  broker/dealer  will buy your shares for your Program Account and will
     hold your shares in your broker/dealer's name. These purchases will be made
     under the procedures  described in "Guaranteed  Payment  Procedures" below.
     Your  Automatic  Purchase and Redemption  Program  Account may have minimum
     investment  requirements  established  by your  broker/dealer.  You  should
     direct all questions about your Automatic  Purchase and Redemption  Program
     to your  broker/dealer,  because the Trusts'  transfer  agent does not have
     access to information about your account under that Program.

     Guaranteed Payment  Procedures.  Some  broker/dealers may have arrangements
     with the Sub-Distributor to enable them to place purchase orders for shares
     of a Trust and to guarantee  that the Trust's  custodian  bank will receive
     Federal   Funds  to  pay  for  the  shares   prior  to   specified   times.
     Broker/dealers   whose  clients   participate  in  Automatic  Purchase  and
     Redemption  Programs may use these guaranteed payment procedures to pay for
     purchases of shares of a Trust.

     o If the  Distributor  receives a  purchase  order  before  12:00 Noon on a
     regular  business day with the  broker/dealer's  guarantee that the Trust's
     custodian  bank will receive  payment for those shares in Federal  Funds by
     2:00 P.M.  on that same day,  the order will be  effected  at the net asset
     value determined at 12:00 Noon that day. Distributions will begin to accrue
     on the shares on that day if the Federal Funds are received by the required
     time.

     o If the  Distributor  receives  a  purchase  order  after  12:00 Noon on a
     regular  business day with the  broker/dealer's  guarantee that the Trust's
     custodian  bank will receive  payment for those shares in Federal  Funds by
     2:00 P.M.  on that same day,  the order will be  effected  at the net asset
     value determined at 4:00 P.M. that day.  Distributions will begin to accrue
     on the shares on that day if the Federal Funds are received by the required
     time.

     o If the Distributor  receives a purchase order between 12:00 Noon and 4:00
     P.M. on a regular business day with the broker/dealer's  guarantee that the
     Trust's  custodian  bank will  receive  payment for those shares in Federal
     Funds by 4:00  P.M.  the next  regular  business  day,  the  order  will be
     effected  at the net asset  value  determined  at 4:00 P.M.  on the day the
     order is  received  and  distributions  will  begin to accrue on the shares
     purchased  on the  next  regular  business  day if the  Federal  Funds  are
     received by the required time.

     HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares
     of a Trust  by  completing  a  Centennial  Funds  New  Account  Application
     (enclosed  with this  Prospectus)  and  sending it to the  Sub-Distributor,
     OppenheimerFunds Distributor,  Inc., P.O. Box 5143, Denver, Colorado 80217.
     Payment must be made by check or by Federal Funds wire as described  below.
     If  you  don't   list  a  dealer  on  the   application,   OppenheimerFunds
     Distributor,  Inc., the  Sub-Distributor,  will act as your agent in buying
     the shares.  However,  we recommend that you discuss your investment with a
     financial  advisor  before you make a purchase to be sure that the Trust is
     appropriate for you.

          Each Trust intends to be as fully invested as possible to maximize its
     yield.  Therefore,  newly-purchased  shares  normally  will begin to accrue
     distributions  after the Sub-Distributor or its agent accepts your purchase
     order,  starting on the business day after the Trust receives Federal Funds
     from the purchase payment.

     Payment by Check.  Direct shareholders may pay for purchases of shares of a
     Trust by check. Send your check, payable to "OppenheimerFunds  Distributor,
     Inc.," along with your Application to the address listed above. For initial
     purchases, your check should be payable in U.S. dollars and drawn on a U.S.
     bank so that  distributions  will  begin  to  accrue  on the  next  regular
     business day after the  Distributor  accepts your purchase  order.  If your
     check is not drawn on a U.S. bank and is not payable in U.S.  dollars,  the
     shares will not be purchased  until the  Distributor is able to convert the
     purchase payment to Federal Funds. In that case distributions will begin to
     accrue on the purchased  shares on the next regular  business day after the
     purchase is made. The minimum initial investment for direct shareholders by
     check is $500.

     Payment by Federal Funds Wire. Direct shareholders may pay for purchases of
     shares  of a Trust by  Federal  Funds  wire.  You must  also  forward  your
     Application to the Sub-Distributor's address listed above. Before sending a
     wire,  call  the   Sub-Distributor's   Wire  Department  at  1.800.525.9310
     (toll-free from within the U.S.) or 303.768.3200 (from outside the U.S.) to
     notify  the   Sub-Distributor   of  the  wire,   and  to  receive   further
     instructions.

          Distributions  will  begin to  accrue on the  purchased  shares on the
     purchase date that is a regular business day if the Federal Funds from your
     wire and the Application are received by the  Sub-Distributor  and accepted
     by 12:00 Noon. If the Distributor receives the Federal Funds from your wire
     and  accepts the  purchase  order  between  12:00 Noon and 4:00 P.M. on the
     purchase date, distributions will begin to accrue on the shares on the next
     regular  business  day.  The minimum  investment  by Federal  Funds Wire is
     $2,500.

     Buying Shares Through Automatic  Investment Plans.  Direct shareholders can
     purchase  shares of a Trust  automatically  each month by  authorizing  the
     Trust's  Transfer  Agent to debit your account at a U.S.  domestic  bank or
     other financial  institution.  Details are in the Automatic Investment Plan
     Application  and the  Statement  of  Additional  Information.  The  minimum
     monthly purchase is $25.

     Service (12b-1) Plans. Each Trust has adopted a service plan. It reimburses
     the Distributor  for a portion of its costs incurred for services  provided
     to accounts that hold shares of the Trust.  Reimbursement is made quarterly
     at an annual  rate of up to 0.20% of the  average  annual net assets of the
     Trust.  The  Distributor  currently  uses all of those fees  (together with
     significant  amounts  from the  Manager's  own  resources)  to pay dealers,
     brokers,  banks and other  financial  institutions  quarterly for providing
     personal  services and maintenance of accounts of their customers that hold
     shares of the Trust.

Retirement Plans. Direct shareholders may buy shares of a Trust for a retirement
    plan account. If you participate in a plan sponsored by your employer, the
   plan trustee or administrator must buy the shares for your plan account.  The
   Sub-Distributor  also  offers a number of  different  retirement  plans  that
   individuals and employers can use:
o  Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs,
   rollover IRAs and Education IRAs.
o  SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business
   owners or self-employed individuals.
o  403(b)(7)  Custodial  Plans.  These are tax deferred  plans for  employees of
   eligible tax-exempt organizations,  such as schools, hospitals and charitable
   organizations.
o  401(k) Plans.  These are special retirement plans for businesses.
o  Pension and Profit-Sharing Plans.  These plans are designed for businesses
   and self-employed individuals.

          Please call the Sub-Distributor  for retirement plan documents,  which
     include applications and important plan information.

How to Sell Shares

     You can sell  (redeem)  some or all of your shares on any regular  business
     day. Your shares will be sold at the next net asset value  calculated after
     your order is received in proper form (which means that it must comply with
     the procedures described below) and is accepted by the Transfer Agent.

     HOW  CAN  PROGRAM  PARTICIPANTS  SELL  SHARES?  If  you  participate  in an
     Automatic Purchase and Redemption Program sponsored by your  broker/dealer,
     you must redeem  shares held in your  Program  Account by  contacting  your
     broker/dealer firm, or you can redeem shares by writing checks as described
     below.  You should not contact the Trust or its Transfer  Agent directly to
     redeem shares held in your Program Account.  You may also arrange (but only
     through your  broker/dealer)  to have the proceeds of redeemed Trust shares
     sent by Federal  Funds wire,  as  described  below in  "Sending  Redemption
     Proceeds by Wire."

     HOW CAN DIRECT SHAREHOLDERS  REDEEM SHARES?  Direct shareholders can redeem
     their  shares  by  writing  a letter  to the  Transfer  Agent,  Shareholder
     Services, Inc., by using checkwriting privileges,  or by telephone. You can
     also set up Automatic Withdrawal Plans to redeem shares on a regular basis.
     If you have questions about any of these procedures,  and especially if you
     are redeeming  shares in a special  situation,  such as due to the death of
     the owner or from a retirement plan account, please call the Transfer Agent
     for assistance first, at 1.800.525.9310.

               Certain  Requests Require a Signature  Guarantee.  To protect you
               and the Trust from fraud, the following  redemption  requests for
               accounts  of  direct  shareholders  must be in  writing  and must
               include  a  signature  guarantee  (although  there  may be  other
               situations that also require a signature guarantee):

 o You wish to redeem $100,000 or more and receive a check
 o The redemption check is not payable to all shareholders listed on the account
   statement
 o The redemption check is not sent to the address of record on your account
   statement
 o Shares are being  transferred to an account with a different  owner or name o
 Shares are being redeemed by someone (such as an Executor) other than the
   owners listed in the account registration.

               Where Can Direct  Shareholders Have Their Signatures  Guaranteed?
               The Transfer Agent will accept a guarantee of your signature by a
               number of financial institutions, including:

o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or
  government securities, or
o a U.S. national securities exchange, a registered securities association or a
  clearing agency.

          If you are signing on behalf of a  corporation,  partnership  or other
     business  or as a  fiduciary,  you  must  also  include  your  title in the
     signature.

How Can Direct Shareholders Sell Shares by Mail?  Write a letter to the Transfer
      Agent that includes:

   o  Your name
   o  The Trust's name
   o Your account  number (from your account  statement) o The dollar  amount or
   number of shares to be  redeemed o Any  special  payment  instructions  o Any
   share  certificates  for the shares you are selling o The  signatures  of all
   registered owners exactly as listed in the account
      statement, and
   o  Any special  documents  requested by the Transfer  Agent to assure  proper
      authorization  of the person  asking to sell the  shares  (such as Letters
      Testamentary of an Executor).


---------------------------------------- ---------------------------------------
Use the following address for            Send courier or express mail
---------------------------------------- requests to:
requests by mail:                        Shareholder Services, Inc.
Shareholder Services, Inc.               10200 E. Girard Avenue, Building D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5270
--------------------------------------------------------------------------------

               How Can Direct  Shareholders  Sell  Shares by  Telephone?  Direct
               shareholders and their dealer  representative  of record may sell
               shares by telephone.  To receive the redemption  price calculated
               on a particular  regular  business day, the Transfer Agent or its
               designated  agent must  receive  the request by 4:00 P.M. on that
               day. You may not redeem shares held under a share  certificate or
               in a retirement account by telephone.  To redeem shares through a
               service  representative,   call  1.800.525.9310.  The  check  for
               proceeds  of  telephone   redemptions  will  be  payable  to  the
               shareholder(s)  of  record  and  will be sent to the  address  of
               record  for  the  account.  Up to  $100,000  may be  redeemed  by
               telephone  in any 7-day  period.  Telephone  redemptions  are not
               available within 30 days of changing the address on an account.

          Retirement Plan Accounts.  There are special procedures to sell shares
     held  in  a  retirement  plan  account.  Call  the  Transfer  Agent  for  a
     distribution  request form.  Special  income tax  withholding  requirements
     apply to distributions from retirement plans. You must submit a withholding
     form with your redemption  request to avoid delay in getting your money and
     if you do not want tax  withheld.  If your employer  holds your  retirement
     plan account for you in the name of the plan, you must ask the plan trustee
     or  administrator  to  request  the sale of the  Trust  shares in your plan
     account.

          Sending Redemption Proceeds By Wire. While the Transfer Agent normally
     sends direct shareholders their money by check, you can arrange to have the
     proceeds  of the  shares  you sell  sent by  Federal  Funds  wire to a bank
     account you designate. It must be a commercial bank that is a member of the
     Federal  Reserve wire system.  The minimum  redemption you can have sent by
     wire is $2,500. There is a $10 fee for each wire. To find out how to set up
     this feature on an account or to arrange a wire, direct shareholders should
     call the Transfer Agent at 1.800.525.9310.  If you hold your shares through
     your dealer's Automatic Purchase and Redemption  Program,  you must contact
     your dealer to arrange a Federal Funds wire.

          Can Direct  Shareholders  Submit Requests by Fax? Direct  shareholders
     may send requests for certain types of account transactions to the Transfer
     Agent by fax (telecopier). Please call 1.800.525.9310 for information about
     which transactions may be handled this way.  Transaction requests submitted
     by fax are  subject  to the same  rules and  restrictions  as  written  and
     telephone requests described in this Prospectus.

               HOW DO I WRITE CHECKS AGAINST MY ACCOUNT?  Automatic Purchase and
               Redemption  Program  participants  may write  checks  against  an
               account   held  under  their   Program,   but  must  arrange  for
               checkwriting    privileges   through   their   dealers.    Direct
               shareholders may write checks against their account by requesting
               that  privilege on the account  Application  or by contacting the
               Transfer Agent for signature  cards.  They must be signed (with a
               signature guarantee) by all owners of the account and returned to
               the  Transfer  Agent  so that  checks  can be sent to you to use.
               Shareholders  with  joint  accounts  can elect in writing to have
               checks paid over the signature of one owner.  If  checkwriting is
               established  after  November  1,  2000,  only  one  signature  is
               required for shareholders  with joint accounts,  unless you elect
               otherwise.

o  Checks  can be  written  to the order of  whomever  you wish,  but may not be
   cashed at the bank the checks are payable  through or the  Trust's  custodian
   bank.
o  Checkwriting  privileges  are not available for accounts  holding shares that
   are subject to a contingent deferred sales charge.
o Checks must be written for at least $250.
o Checks cannot be paid if they are written for more than your account  value. o
You may not write a check that would require the redemption of shares that
   were  purchased by check or Automatic  Investment  Plan  payments  within the
   prior 10 days.
o  Don't use your checks if you changed your account  number,  until you receive
   new checks.

               WILL I PAY A SALES  CHARGE WHEN I SELL MY SHARES?  The Trust does
               not  charge a fee to redeem  shares of a Trust  that were  bought
               directly  or by  reinvesting  distributions  from  that  Trust or
               another Centennial Trust or eligible fund. Generally, there is no
               fee to redeem  shares of a Trust  bought by exchange of shares of
               another Centennial Trust or eligible fund. However,

o if you  acquired  shares of a Trust by  exchanging  Class A shares of  another
  eligible fund that you bought subject to the Class A contingent deferred sales
  charge, and
o those shares are still subject to the Class A contingent deferred sales charge
  when you exchange them into the Trust, then
o you will pay the  contingent  deferred sales charge if you redeem those shares
  from the Trust within 18 months of the purchase date of the shares of the
      fund you exchanged.

How to Exchange Shares

Shares of a Trust can be exchanged for shares of certain other Centennial Trusts
or other eligible  funds,  depending on whether you own your shares through your
dealer's Automatic Purchase and Redemption Program or as a direct shareholder.

HOW  CAN  PROGRAM  PARTICIPANTS  EXCHANGE  SHARES?  If  you  participate  in  an
     Automatic Purchase and Redemption Program sponsored by your  broker/dealer,
     you may  exchange  shares  held in  your  Program  Account  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  (referred to in this  Prospectus as the  "Centennial
     Trusts"),  if available for sale in your state of residence,  by contacting
     your  broker/dealer  and obtaining a Prospectus of the selected  Centennial
     Trust.

HOW CAN DIRECT  SHAREHOLDERS  EXCHANGE SHARES?  Direct shareholders can exchange
shares of a Trust for Class A shares of  certain  eligible  funds  listed in the
Statement of Additional  Information.  To exchange shares, you must meet several
conditions:

o  Shares of the fund  selected for exchange  must be available for sale in your
   state of residence.
o  The  prospectuses of the Trust and the fund whose shares you want to buy must
   offer the exchange privilege.
o  You must hold the shares you buy when you establish your account for at least
   7 days before you can exchange  them.  After the account is open 7 days,  you
   can exchange shares every regular business day.
o  You must meet the minimum purchase requirements for the fund whose shares you
   purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

      Shares of a particular class of an eligible fund may be exchanged only for
shares of the same class in other eligible funds. For example,  you can exchange
shares of a Trust only for Class A shares of another fund,  and you can exchange
only Class A shares of another eligible fund for shares of a Trust.

          You may pay a sales  charge  when  you  exchange  shares  of a  Trust.
     Because  shares of the Trusts are sold without sales charge,  in some cases
     you may pay a sales charge when you  exchange  shares of a Trust for shares
     of other eligible  funds that are sold subject to a sales charge.  You will
     not pay a sales  charge when you  exchange  shares of a Trust  purchased by
     reinvesting  distributions  from that Trust or other eligible funds (except
     Oppenheimer  Cash  Reserves),  or  when  you  exchange  shares  of a  Trust
     purchased  by exchange  of shares of an  eligible  fund on which you paid a
     sales charge.

          For tax purposes,  exchanges of shares involve a sale of the shares of
     the fund you own and a purchase of the shares of the other fund,  which may
     result in a capital gain or loss. Since shares of a Trust normally maintain
     a $1.00 net asset  value,  in most cases you  should not  realize a capital
     gain or loss when you sell or exchange your shares.

          Direct  shareholders  can  find a list  of  eligible  funds  currently
     available for exchanges in the Statement of Additional  Information  or you
     can obtain one by calling a service  representative at 1.800.525.9310.  The
     list of eligible funds can change from time to time.

How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:

o  Written Exchange Requests.  Complete an Exchange Authorization Form, signed
   by all owners of the account.  Send it to the Transfer Agent at the address
   on the back cover.

o  Telephone Exchange Requests.  Telephone exchange requests may be made by
   calling a service representative at 1.800.525.9310.  Telephone exchanges may
    be made only between  accounts that are registered with the same name(s) and
     address. Shares held under certificates may not be exchanged by telephone.

     ARE  THERE  LIMITATIONS ON EXCHANGES?  There are certain exchange  policies
          you should be aware of:

o  Shares are normally  redeemed from one fund and purchased from the other fund
   in the exchange  transaction  on the same  regular  business day on which the
   Transfer  Agent  receives an exchange  request that  conforms to the policies
   described above.  Requests for exchanges to any of the Centennial Trusts must
   be received by the Transfer  Agent by 4:00 P.M. on a regular  business day to
   be effected  that day. The Transfer  Agent must receive  requests to exchange
   shares  of a Trust to funds  other  than the  Centennial  Trusts on a regular
   business day by the close of The New York Stock  Exchange that day. The close
   is normally 4:00 P.M. but may be earlier on some days.

o  Either fund may delay the  purchase of shares of the fund you are  exchanging
   into up to  seven  days if it  determines  it  would  be  disadvantaged  by a
   same-day exchange. For example, the receipt of the multiple exchange requests
   from  a  "market  timer"  might  require  a  fund  to  sell  securities  at a
   disadvantageous time and/or price.

o  Because  excessive  trading can hurt fund performance and harm  shareholders,
   the Trusts reserve the right to refuse any exchange  request that may, in the
   opinion of the Trusts,  be  disadvantageous,  or to refuse multiple  exchange
   requests submitted by a shareholder or dealer.

o  The Trusts may amend,  suspend or  terminate  the  exchange  privilege at any
   time. The Trusts will provide you notice  whenever they are required to do so
   by  applicable  law,  but  they  may  impose  these  changes  at any time for
   emergency purposes.

o  If the Transfer Agent cannot exchange all the shares you request because of a
   restriction  cited  above,  only the shares  eligible  for  exchange  will be
   exchanged.

Shareholder Account Rules and Policies

                    More  information  about the Trusts' policies and procedures
                    for buying,  selling and  exchanging  shares is contained in
                    the Statement of Additional Information.

     The  offering  of shares of a Trust may be  suspended  during any period in
          which the Trust's  determination of net asset value is suspended,  and
          the  offering may be suspended by the Board of Trustees at any time it
          believes it is in a Trust's best interest to do so.

     Telephone  transaction  privileges for purchases,  redemptions or exchanges
          may be modified, suspended or terminated by a Trust at any time. If an
          account has more than one owner,  a Trust and the  Transfer  Agent may
          rely on the instructions of any one owner.  Telephone privileges apply
          to each owner of the account and the dealer  representative  of record
          for the  account  unless  the  Transfer  Agent  receives  cancellation
          instructions from an owner of the account.

     The  Transfer  Agent  will  record  any  telephone  calls  to  verify  data
          concerning  transactions.  It has adopted other  procedures to confirm
          that  telephone  instructions  are genuine,  by  requiring  callers to
          provide  tax  identification  numbers  and other  account  data and by
          confirming such  transactions  in writing.  The Transfer Agent and the
          Trusts  will not be liable  for  losses  or  expenses  arising  out of
          telephone instructions reasonably believed to be genuine.

          Redemption or transfer requests will not be honored until the Transfer
     Agent  receives all required  documents in proper form.  From time to time,
     the Transfer Agent in its discretion may waive certain of the  requirements
     for redemptions stated in this Prospectus.

               Payment for redeemed  shares  ordinarily  is made in cash.  It is
          forwarded  by check  or by  Federal  Funds  wire  (as  elected  by the
          shareholder)  within  seven days  after the  Transfer  Agent  receives
          redemption   instructions  in  proper  form.  However,  under  unusual
          circumstances  determined by the Securities  and Exchange  Commission,
          payment may be delayed or  suspended.  For accounts  registered in the
          name of a  broker/dealer,  payment will  normally be forwarded  within
          three business days after redemption.

               The  Transfer  Agent  may  delay  forwarding  a check or making a
          payment  via  Federal  Funds  wire  for  the  redemption  of  recently
          purchased  shares,  but only until the  purchase  payment has cleared.
          That  delay  may be as much as 10 days from the date the  shares  were
          purchased. That delay may be avoided if you purchase shares by Federal
          Funds wire or  certified  check,  or arrange with your bank to provide
          telephone  or  written  assurance  to the  Transfer  Agent  that  your
          purchase payment has cleared.

               Involuntary   redemptions  of  small  accounts  may  be  made  by
          Centennial Tax Exempt Trust if the account value has fallen below $500
          for  reasons  other than the fact that the market  value of shares has
          dropped.  In some cases  involuntary  redemptions may be made to repay
          the Distributor or Sub-Distributor for losses from the cancellation of
          share purchase orders.

               "Backup Withholding" of federal income tax may be applied against
          taxable dividends,  distributions and redemption  proceeds  (including
          exchanges)  if you fail to furnish the Trust your  correct,  certified
          Social Security or Employer  Identification  Number when you sign your
          application,  or if you  under-report  your  income  to  the  Internal
          Revenue Service.

               To avoid sending duplicate copies of materials to households, the
          Trust  will  mail  only  one  copy  of  each  prospectus,  annual  and
          semi-annual  report  to  shareholders  having  the same  last name and
          address on the Trust's records.  The  consolidation of these mailings,
          called  householding,  benefits  the  Trust  through  reduced  mailing
          expense.

               If you want to receive  multiple copies of these  materials,  you
          may call the Transfer Agent at 1.800.525.9310. You may also notify the
          Transfer  Agent in  writing.  Individual  copies of  prospectuses  and
          reports  will be sent to you within 30 days after the  Transfer  Agent
          receives your request to stop householding.

Dividends and Tax Information

               DIVIDENDS.  Each  Trust  intends to  declare  dividends  from net
          investment income each regular business day and to pay those dividends
          to  shareholders  monthly on a date selected by the Board of Trustees.
          To  maintain  a net asset  value of $1.00  per  share,  a Trust  might
          withhold  dividends  or make  distributions  from  capital  or capital
          gains. Daily dividends will not be declared or paid on newly purchased
          shares until  Federal Funds are available to a Trust from the purchase
          payment for such shares.

               CAPITAL  GAINS.  Each  Trust  normally  holds its  securities  to
          maturity and therefore  will not usually pay capital  gains.  Although
          the Trusts do not seek capital  gains,  a Trust could realize  capital
          gains on the sale of its portfolio securities. If it does, it may make
          distributions  out of any net short-term or long-term capital gains in
          December of each year. A Trust may make supplemental  distributions of
          dividends and capital gains following the end of its fiscal year.

               What Choices Do I Have for Receiving Distributions? For Automatic
          Purchase and  Redemption  Programs,  dividends and  distributions  are
          automatically  reinvested in additional  shares of the selected Trust.
          For  direct  shareholders,  when you open  your  account,  you  should
          specify on your application how you want to receive your dividends and
          distributions. You have four options:

o Reinvest  All  Distributions  in the  Trust.  You can elect to  reinvest  some
  distributions (dividends,  short-term capital gains or long-term capital gains
  distributions) in the selected Trust.
o Reinvest  Capital  Gains Only.  You can elect to reinvest  some capital  gains
  distributions (dividends,  short-term capital gains or long-term capital gains
  distributions)  in the selected  Trust while  receiving  dividends by check or
  having them sent to your bank account.
o Receive  All  Distributions  in Cash.  You can elect to receive a  (dividends,
  short-term capital gains or long-term capital gains  distributions)  check for
  all distributions or have them sent to your bank.
o Reinvest  Your  Distributions  in  Another  Account.   You  can  reinvest  all
  distributions (dividends,  short-term capital gains or long-term capital gains
  distributions)  in the same class of shares of another  eligible  fund account
  you have established.

               Under the terms of Automatic  Purchase and  Redemption  Programs,
          your broker/dealer can redeem shares to satisfy debit balances arising
          in your  Program  Account.  If that  occurs,  you will be  entitled to
          dividends on those shares as described in your Program Agreements.

TAXES.

          Centennial Money Market Trust and Centennial Government Trust. If your
     shares are not held in a  tax-deferred  retirement  account,  you should be
     aware of the following tax  implications  of investing in Centennial  Money
     Market  Trust and  Centennial  Government  Trust.  Dividends  paid from net
     investment  income and  short-term  capital  gains are  taxable as ordinary
     income. Long-term capital gains are taxable as long-term capital gains when
     distributed to shareholders. It does not matter how long you have held your
     shares.  Whether you reinvest your  distributions  in additional  shares or
     take them in cash, the tax treatment is the same.

          Every year the Trust will send you and the IRS a statement showing the
     amount of each taxable  distribution you received in the previous year. Any
     long-term capital gains distributions will be separately  identified in the
     tax information the Trust sends you after the end of the calendar year.

          Centennial Tax Exempt Trust.  Exempt interest  dividends paid from net
     investment  income  earned by the  Trust on  municipal  securities  will be
     excludable from gross income for federal income tax purposes.  A portion of
     a dividend that is derived from interest paid on certain "private  activity
     bonds"  may  be an  item  of  tax  preference  if you  are  subject  to the
     alternative   minimum   tax.  If  the  Trust  earns   interest  on  taxable
     investments,  any dividends  derived from those earnings will be taxable as
     ordinary income to shareholders.

               Dividends and capital gains distributions may be subject to state
          or local  taxes.  Long-term  capital  gains are  taxable as  long-term
          capital gains when distributed to shareholders. It does not matter how
          long you have held your shares. Dividends paid from short-term capital
          gains and non-tax exempt net investment income are taxable as ordinary
          income.  Whether you reinvest your  distributions in additional shares
          or take them in cash,  the tax  treatment is the same.  Every year the
          Trust will send you and the IRS a statement  showing the amount of any
          taxable  distribution you received in the previous year as well as the
          amount of your tax-exempt income.

               Remember, There May be Taxes on Transactions.  Because each Trust
          seeks to  maintain  a stable  $1.00 per share net asset  value,  it is
          unlikely  that you will have a  capital  gain or loss when you sell or
          exchange your shares. A capital gain or loss is the difference between
          the price you paid for the shares and the price you received  when you
          sold them. Any capital gain is subject to capital gains tax.

               Returns of Capital  Can Occur.  In certain  cases,  distributions
          made by a Trust may be considered a  non-taxable  return of capital to
          shareholders.  If that  occurs,  it will be  identified  in notices to
          shareholders.

               This  information is only a summary of certain federal income tax
          information  about your  investment.  You should consult with your tax
          adviser  about  the  effect  of  an  investment  in a  Trust  on  your
          particular tax situation.


<PAGE>


Financial Highlights

               The  Financial  Highlights  Tables  are  presented  to  help  you
          understand each Trust's financial performance for the past five fiscal
          years.  Certain  information  reflects  financial results for a single
          Trust share.  The total returns in the tables  represent the rate that
          an investor would have earned (or lost) on an investment in the Trusts
          (assuming  reinvestment  of all  dividends  and  distributions).  This
          information  for the past five fiscal years ended June 30,  2000,  has
          been  audited  by  Deloitte  & Touche  LLP,  the  Trusts'  independent
          auditors,  whose report, along with the Trusts' financial  statements,
          are included in the  Statements of Additional  Information,  which are
          available on request.

<PAGE>

FINANCIAL HIGHLIGHTS
Centennial Government Trust

<TABLE>
<CAPTION>
                                                                                      Year Ended June 30,
                                                                  -----------------------------------------------------
                                                                   2000      1999        1998        1997        1996
                                                                  ------    ------      ------      ------      ------
<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       .04        .05         .05          .05
Dividends and/or distributions to shareholders.............         (.05)     (.04)      (.05)       (.05)        (.05)
                                                                   -----     -----      -----       -----        -----
Net asset value, end of period.............................        $1.00     $1.00      $1.00       $1.00        $1.00
                                                                   =====     =====      =====       =====        =====
TOTAL RETURN(1)............................................         5.07%     4.47%      4.93%       4.75%        4.91%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)....................       $1,192    $1,213     $1,132      $1,027        $ 942
Average net assets (in millions)...........................       $1,244    $1,245     $1,117      $1,032        $ 962
Ratios to average net assets:(2)
Net investment income......................................         4.92%     4.37%      4.82%       4.65%        4.83%
Expenses...................................................         0.74%     0.74%      0.75%(3)    0.76%(3)     0.77%(3)
</TABLE>




1. Assumes a $1,000  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 reflect
changes in net  investment  income only.  Total returns are not  annualized  for
periods less than one full year.

2. Annualized for periods of less than one full year.

3. Expense ratio has not been grossed up to reflect the effect of expenses
paid indirectly.


<PAGE>


-30-



INFORMATION AND SERVICES

For More Information on Centennial Money Market Trust:

The following additional information about the Trust is available without charge
upon request:

                    STATEMENT OF ADDITIONAL  INFORMATION This document  includes
               additional  information  about the Trust's  investment  policies,
               risks, and operations.  It is incorporated by reference into this
               Prospectus (which means it is legally part of this Prospectus).

ANNUAL  AND  SEMI-ANNUAL  REPORTS  Additional   information  about  the  Trust's
investments  and  performance is available in the Trust's Annual and Semi-Annual
Reports to  shareholders.  The Annual  Report  includes a  discussion  of market
conditions and investment  strategies  that  significantly  affected the Trust's
performance during its last fiscal year.

How to Get More Information:

                    You can request the Statement of Additional Information, the
                    Annual and Semi-Annual  Reports, and other information about
                    the Trusts or your account:

--------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
-------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217
--------------------------------------------------------------------------------

                    You can also obtain  copies of the  Statement of  Additional
               Information and other Trust documents and reports by visiting the
               SEC's  Public   Reference   Room  in  Washington,   D.C.   (Phone
               1.202.942.8090)  or the EDGAR  database on the SEC's Internet web
               site at http://www.sec.gov.  Copies may be obtained after payment
               of a duplicating  fee by  electronic  request at the SEC's e-mail
               address :  [email protected]  or by writing to the SEC's  Public
               Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Trust or to make
any  representations  about  the Trust  other  than  what is  contained  in this
Prospectus.  This Prospectus is not an offer to sell shares of the Trust,  nor a
solicitation  of an offer to buy shares of the Trust, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.

                                 The Trust's shares are distributed by:
SEC File No. 811-3391            Centennial Asset Management Corporation
PR0170.001.1100
Printed on recycled paper


<PAGE>


APPENDIX TO THE PROSPECTUS OF
CENTENNIAL GOVERNMENT TRUST

     Graphic material included in Prospectus of Centennial Government Trust (the
"Trust") under the heading: "Annual Total Returns (as of 12/31 each year)."

     Bar chart will be included in the  Prospectus  of the Trust  depicting  the
annual total returns of a hypothetical investment in shares of the Trust for the
full calendar year since the Trust's inception as a money market fund. Set forth
below are the relevant data points that will appear on the bar chart.

--------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/90                         7.70%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/91                         5.85%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/92                         3.46%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/93                         2.67%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/94                         3.71%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         5.26%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         4.72%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         4.86%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         4.84%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         4.43%
--------------------------------------------------------------------





                           Centennial Government Trust
--------------------------------------------------------------------------------

6803 South Tucson Way, Englewood, Colorado 80112
1.800.525.9310

             Statement of Additional Information dated November 1, 2000

     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, 2000.  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, or by
calling the Transfer Agent at the toll-free number shown above.

Contents
                                                                            Page
                                 About the Trust
Additional Information about the Trust's Investment Policies and Risks.......2
     The Trust's Investment Policies.........................................2
     Other Investment Strategies.............................................5
     Investment Restrictions.................................................6
How the Trust is Managed.....................................................8
     Organization and History................................................8
     Trustees and Officers of the Trust......................................9
     The Manager............................................................14
Service Plan................................................................16
Performance of the Trust....................................................17

                               About Your Account
How To Buy Shares...........................................................20
How To Sell Shares..........................................................21
How To Exchange Shares......................................................22
Dividends and Taxes.........................................................24
Additional Information About the Trust......................................25

                      Financial Information About the Trust
Independent Auditors' Report................................................26
Financial Statements........................................................27

Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1



<PAGE>


A B O U T  T H E  T R U S T

       Additional Information About the Trust's Investment Policies and Risks

     The investment objective and the principal investment policies of the Trust
     are described in the Prospectus.  This Statement of Additional  Information
     contains  supplemental  information  about those  policies and the types of
     securities that the Trust's investment manager, Centennial Asset Management
     Corporation,  (referred  to as, the  "Manager")  will select for the Trust.
     Additional  explanations  are also provided  about the strategies the Trust
     may use to try to achieve its objective.

     The Trust's Investment  Policies.  The composition of the Trust's portfolio
     and  the  techniques  and  strategies  that  the  Trust's  Manager  uses in
     selecting  portfolio  securities  will  vary  over  time.  The Trust is not
     required to use all of the investment  techniques and strategies  described
     below at all  times in  seeking  its goal.  It may use some of the  special
     investment techniques and strategies at some times or not at all.

     The Trust's  objective is to seek a high level of current income consistent
with  preservation of capital and the  maintenance of liquidity.  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,  if 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.

     The Trust may sell securities  prior to their maturity,  to attempt to take
advantage  of  short-term  market  variations,  or because  of a revised  credit
evaluation  of the issuer or other  considerations.  The Trust may also do so to
generate cash to satisfy  redemptions of Trust shares.  In such cases, the Trust
may realize a capital gain or loss on the security.

     |X|   Ratings  of   Securities   --   Portfolio   Quality,   Maturity   and
Diversification.  Under Rule 2a-7 of the  Investment  Company  Act of 1940,  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 that Rule,  the Trust may purchase
only those securities that the Manager,  under  Board-approved  procedures,  has
determined have minimal credit risks and are "Eligible  Securities."  The rating
restrictions  described  in the  Prospectus  and this  Statement  of  Additional
Information do not apply to banks in which the Trust's cash is kept.

     An "Eligible Security" is one that has been rated in one of the two highest
short-term  rating  categories  by any  two  "nationally-recognized  statistical
rating  organizations."  That term is defined in Rule 2a-7 and they are referred
to as "Rating  Organizations"  in this Statement of Additional  Information.  If
only one Rating Organization has rated that security, it must have been rated in
one of the two highest rating categories by that Rating Organization. An unrated
security that is judged by the Manager to be of  comparable  quality to Eligible
Securities rated by Rating Organizations may also be an "Eligible Security."

     Rule  2a-7  permits  the  Trust to  purchase  any  number  of  "First  Tier
Securities."  These are Eligible  Securities that have been rated in the highest
rating  category  for  short-term  debt  obligations  by  at  least  two  Rating
Organizations.  If only one Rating Organization has rated a particular security,
it  must  have  been  rated  in the  highest  rating  category  by  that  Rating
Organization. Comparable unrated securities may also be First Tier Securities.

     Under Rule 2a-7,  the Trust may invest only up to 5% of its total assets in
"Second Tier Securities." Those are Eligible Securities that are not "First Tier
Securities."  In  addition,  the Trust may not invest  more than:  |_| 5% of its
total  assets  in  the  securities  of any  one  issuer  (other  than  the  U.S.
government,  its agencies or instrumentalities) or |_| 1% of its total assets or
$1 million (whichever is greater) in Second Tier Securities of any one issuer.

     Under  Rule  2a-7,  the  Trust  must  maintain  a  dollar-weighted  average
portfolio  maturity  of not more than 90 days,  and the  maturity  of any single
portfolio  investment  may not  exceed one year from the date of  purchase.  The
Board of Trustees has  recommended  that  shareholders  approve  increasing  the
maximum  permitted  maturity  to the maximum  permitted  under Rule 2a-7 (or any
other  applicable  rule)  which is  currently  397 days.  If that  change is not
approved by  shareholders,  the  prospectus  and this  Statement  of  Additional
Information  will be  supplemented  to reflect that the change was not approved.
The Board  regularly  reviews  reports  from the  Manager to show the  Manager's
compliance with the Trust's procedures and with the Rule.

     If a  security's  rating is  downgraded,  the  Manager  and/or the Board of
Trustees may have to reassess  the  security's  credit  risk.  If a security has
ceased to be a First Tier Security,  the Manager will promptly  reassess whether
the security  continues to present  minimal credit risk. 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  risk and whether it is in the best  interests  of the
Trust to dispose of it. If the Trust  disposes of the security  within five days
of the Manager learning of the downgrade,  the Manager will provide the Board of
Trustees with subsequent notice of such downgrade.  If a security is in default,
or ceases to be an  Eligible  Security,  or is  determined  no longer to present
minimal credit risks,  the Board of Trustees must determine  whether it would be
in the best interests of the Trust to dispose of the security.

     The Rating  Organizations  currently  designated  as  nationally-recognized
statistical rating  organizations by the Securities and Exchange  Commission are
Standard & Poor's Corporation,  Moody's Investors Service, Inc., Fitch, Inc. and
Thomson BankWatch,  Inc. Appendix A to this Statement of Additional  Information
contains  descriptions of the rating  categories of those Rating  Organizations.
Ratings  at the  time of  purchase  will  determine  whether  securities  may be
acquired under the restrictions described above.

     |X| U.S. Government Securities.  U.S. government securities are obligations
issued   or   guaranteed   by  the   U.S.   government   or  its   agencies   or
instrumentalities.  They include Treasury Bills (which mature within one year of
the date they are issued) and  Treasury  Notes and Bonds  (which are issued with
longer  maturities).  All Treasury  securities  are backed by the full faith and
credit of the United States.

     U.S.  government  agencies  and  instrumentalities  that issue or guarantee
securities 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, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation,  Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration,  the Tennessee Valley Authority and the District
of Columbia Armory Board. 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 pooled  mortgages
offered by the Federal Housing Administration or Veterans Administration.

     Securities   issued  or   guaranteed  by  U.S.   government   agencies  and
instrumentalities  are not  always  backed by the full  faith and  credit of the
United States.  Some, such as securities issued by the Federal National Mortgage
Association   ("Fannie  Mae"),  are  backed  by  the  right  of  the  agency  or
instrumentality to borrow from the Treasury.  Others,  such as securities issued
by the Federal Home Loan Mortgage  Corporation  ("Freddie  Mac"),  are supported
only  by the  credit  of the  instrumentality  and not by the  Treasury.  If the
securities are not backed by the full faith and credit of the United States, the
purchaser  must look  principally  to the  agency  issuing  the  obligation  for
repayment and may not be able to assert a claim against the United States if the
issuing agency or instrumentality  does not meet its commitment.  The Trust will
invest in U.S. government securities of such agencies and instrumentalities only
when the  Manager  is  satisfied  that the  credit  risk  with  respect  to such
instrumentality is minimal and that the security is an Eligible Security.

     |X| Repurchase Agreements. In a repurchase transaction,  the Trust acquires
a  security  from,  and  simultaneously  resells it to, an  approved  vendor for
delivery on an  agreed-upon  future date.  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. An "approved vendor"
may be 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
$50 million which has been designated a primary dealer in government securities.

     The  majority  of these  transactions  run from  day to day,  and  delivery
pursuant  to the  resale  typically  will  occur  within one to five days of the
purchase.  The Trust will not enter into a repurchase  agreement that will cause
more than 10% of its net assets to be subject to repurchase  agreements maturing
in more than seven days.

     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  collateral's  value must equal or exceed the  repurchase  price to
fully  collateralize the repayment  obligation.  Additionally,  the Manager will
monitor the vendor's  creditworthiness to confirm that the vendor is financially
sound and will  continuously  monitor the collateral's  value.  However,  if the
vendor fails to pay the resale price on the delivery  date,  the Trust may incur
costs in disposing of the collateral  and may experience  losses if there is any
delay in its ability to do so.


Other Investment Strategies

     o  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 90-day U.S.  Treasury  Bill rate,  the rate of return on
commercial paper or bank  certificates of deposit,  or some other standard.  The
rate on the  investment is adjusted  automatically  each time the 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 not  less  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 of an amount  approximately equal to the amortized cost
of the  instrument  or the  principal  amount  of the  instrument  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,  which are
obligations that permit the Trust to invest  fluctuating  amounts in a note. The
amount may change daily without penalty, pursuant to direct arrangements between
the Trust, as the note purchaser, and the issuer of the note. The interest rates
on  these  notes  fluctuate  from  time to  time.  The  issuer  of this  type of
obligation normally has a corresponding  right in its discretion,  after a given
period,  to prepay  the  outstanding  principal  amount of the  obligation  plus
accrued interest. The issuer must give a specified number of days' notice to the
holders of those  obligations.  Generally,  the changes in the interest  rate on
those securities reduce the fluctuation in their market value. As interest rates
decrease or increase,  the potential for capital appreciation or depreciation is
less than that for fixed-rate obligations having the same maturity.

     Because these types of obligations are direct lending  arrangements between
the note purchaser and issuer of the note, these instruments  generally will not
be traded.  Generally,  there is no established secondary market for these types
of  obligations,  although  they are  redeemable  from the issuer at face value.
Accordingly,  where  these  obligations  are not secured by letters of credit or
other credit support arrangements, the Trust's right to redeem them is dependent
on the ability of the note issuer to pay principal and interest on demand. These
types of obligations usually are not rated by credit rating agencies.  The Trust
may invest in obligations  that are not rated only if the Manager  determines at
the time of investment that they are Eligible Securities. The Manager, on behalf
of the Trust, will monitor the  creditworthiness  of the issuers of the floating
and variable  rate  obligations  in the Trust's  portfolio on an ongoing  basis.
There is no limit on the amount of the  Trust's  assets  that may be invested in
floating rate and variable rate  obligations  that meet the requirements of Rule
2a-7.

     o Loans of Portfolio  Securities.  To attempt to increase  its income,  the
Trust may lend its portfolio securities to brokers,  dealers and other financial
institutions.  These  loans are limited to not more than 25% of the value of the
Trust's total assets and are subject to other  conditions  described  below. The
Trust will not enter into any securities lending agreements having a maturity of
greater  than one year (or if the proposed  change is approved by  shareholders,
the maximum time permitted under Rule 2a-7). The Trust presently does not intend
that the value of  securities  loaned will exceed 5% of the value of the Trust's
total assets in the coming year. There are some risks in lending securities. The
Trust could  experience a delay in receiving  additional  collateral to secure a
loan, or a delay in recovering the loaned securities.

     The Trust may receive  collateral for a loan.  Any  securities  received as
collateral  for a loan  must  mature in twelve  months  or less.  Under  current
applicable  regulatory  requirements  (which  are  subject to  change),  on each
business day the loan  collateral  must be at least equal to the market value of
the loaned  securities.  The  collateral  must consist of cash,  bank letters of
credit, U.S. government  securities or other cash equivalents in which the Trust
is permitted to invest.  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. Such terms and the issuing bank must be satisfactory to the
Trust.

          When it lends  securities,  the Trust  receives  from the  borrower an
     amount equal to the interest paid or the  dividends  declared on the loaned
     securities during the term of the loan. It may also receive negotiated loan
     fees and the  interest on the  collateral  securities,  less any  finders',
     custodian,  administrative  or other fees the Trust pays in connection with
     the loan.  The Trust may share the  interest it receives on the  collateral
     securities  with the  borrower  as long as it  realizes  at least a minimum
     amount of interest  required by the lending  guidelines  established by its
     Board of Trustees.  The Trust will not lend its portfolio securities to any
     officer,  Trustee,  employee or affiliate of the Trust or its Manager.  The
     terms of the  Trust's  loans must meet  certain  tests  under the  Internal
     Revenue Code and permit the Trust to reacquire  loaned  securities  on five
     business days notice or in time to vote on any important matter.

Investment Restrictions

          |X| What Are "Fundamental  Policies?"  Fundamental  policies are those
     policies that the Trust has adopted to govern its  investments  that can be
     changed only by the vote of a "majority" of the Trust's  outstanding voting
     securities.  Under the Investment Company Act, a "majority" vote is defined
     as the vote of the holders of the lesser of:

          |_| 67% or more of the  shares  present or  represented  by proxy at a
     shareholder  meeting,  if the  holders of more than 50% of the  outstanding
     shares are  present or  represented  by proxy,  or |_| more than 50% of the
     outstanding shares.

          The  Trust's  investment  objective  is a  fundamental  policy.  Other
     policies  described  in the  Prospectus  or this  Statement  of  Additional
     Information  are  "fundamental"  only if they are  identified as such.  The
     Trust's  Board of  Trustees  can change  non-fundamental  policies  without
     shareholder approval.  However,  significant changes to investment policies
     will be  described  in  supplements  or updates to the  Prospectus  or this
     Statement  of  Additional  Information,  as  appropriate.  The Trust's most
     significant investment policies are described in the Prospectus.

          |X| Does the Trust Have Additional Fundamental Policies? The following
     investment restrictions are fundamental policies of the Trust.

          |_| The Trust cannot 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;

          |_| The Trust cannot 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;

          |_| The Trust  cannot make loans,  except  through (i) the purchase of
     debt securities  listed in the Prospectus under  "Investment  Objective and
     Policies," (ii) the purchase of such debt securities  subject to repurchase
     agreements,  or  (iii)  loans  of  securities  as  described  under  "Other
     Investment  Strategies - Loans of Portfolio  Securities," in this Statement
     of Additional Information;

          |_| The Trust cannot invest in commodities  or commodity  contracts or
     invest in interests in oil, gas or other mineral exploration or development
     programs;

        |_|   The Trust cannot invest in real estate;

  |_|   The Trust cannot  purchase  securities  on margin or make short sales of
        securities;

|_|  The  Trust  cannot  invest  in or hold  securities  of any  issuer if those
     officers  and  Trustees of the Trust or its advisor  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;

      |_|   The Trust cannot underwrite securities of other companies; or

          |_|  The  Trust  cannot  invest  in  securities  of  other  investment
     companies,   except  as  they  may  be   acquired  as  part  of  a  merger,
     consolidation or acquisition of assets.

          |_| The Trust  cannot  issue  "senior  securities,"  but this does not
     prohibit  certain  investment  activities for which assets of the Trust are
     designated as segregated,  or margin, collateral or escrow arrangements are
     established, to cover the related obligations.

          The Trust  cannot  invest  25% or more of its total  assets in any one
     industry;  however,  for  the  purposes  of  this  restriction,   municipal
     securities and U.S. government obligations are not considered to be part of
     any single industry.

          The Board of Trustees has recommended shareholders approve changing or
     eliminating  certain  fundamental  policies of the Trust. These changes are
     expected to be approved by  shareholders at a meeting which is scheduled to
     be held  on or  about  December  15,  2000  (or  any  adjournments  of that
     meeting). If the changes are not approved by shareholders, the Manager will
     supplement  this  Statement of Additional  Information  to reflect that the
     changes were not approved. The changes to the fundamental policies that the
     Board of Trustees has recommended that shareholders approve are as follows:

          ? Eliminating the fundamental  investment  restriction  concerning the
     Trust's  investment  in any security not  discussed  in its  Prospectus  or
     Statement  of   Additional   Information.   Specifically,   the  Board  has
     recommended  that  shareholders  approve the  elimination  of the following
     fundamental investment restriction:


--------------------------------------------------------------------------------
Current
--------------------------------------------------------------------------------
The Trust  cannot  invest in any  security  other than those  discussed  in the
Prospectus or Statement of Additional  Information under "Investment  Objective
and Policies."
--------------------------------------------------------------------------------

                     Amending  the   fundamental   investment   restriction   on
                    investing in debt securities  having a maturity greater than
                    one year. The Trust  currently has a fundamental  investment
                    restriction  that limits the maturity on debt  securities it
                    can purchase to one year or less.  This  restriction is more
                    restrictive  than is required under Rule 2a-7.  Accordingly,
                    the Board has  recommended  that  shareholders  approve  the
                    following change:

--------------------------------------------------------------------------------
Current
--------------------------------------------------------------------------------

The Trust cannot  invest in any debt  instrument  having a maturity in excess of
one year fron the date of the  investment,  or in the case of a debt  instrument
subject to a repurchase agreement or called for redemption,  having a repurchase
or redemption date more than one year from the date of the investment.

--------------------------------------------------------------------------------
Proposed
--------------------------------------------------------------------------------

The Trust cannot  invest in any debt  instrument  having a maturity in excess of
the time period provided for in Rule 2a-7 of the Investment Company Act of 1940,
or any other  applicable  rule, or in the case of debt  instrument  subject to a
repurchase  agreement or called for redemption,  unless  purchased  subject to a
demand  feature which may not exceed the time period  provided for in Rule 2a-7,
or any other applicable rule.

--------------------------------------------------------------------------------
               These proposed  changes are described in more detail in the Proxy
          Statement which was previously sent to  shareholders.  If you have any
          questions  about these  changes,  please contact the Transfer Agent at
          1.800.525.9310.

                            How the Trust Is Managed

Organization  and  History.  The Trust is an  open-end,  diversified  management
investment company organized as a Massachusetts  business trust in 1982, with an
unlimited number of authorized shares of beneficial interest.

     The Trust is  governed by a Board of  Trustees,  which is  responsible  for
     protecting  the  interests of  shareholders  under  Massachusetts  law. The
     Trustees  meet  periodically  throughout  the year to oversee  the  Trust's
     activities,  review its performance, and review the actions of the Manager.
     Although  the  Trust  will  not  normally  hold  annual   meetings  of  its
     shareholders,  it may  hold  shareholder  meetings  from  time  to  time on
     important  matters.  Shareholders of the Trust may have the right to call a
     meeting  to remove a  Trustee  or to take  other  action  described  in the
     Declaration of Trust.

     |X|  Classes  of Shares.  The Trust has a single  class of shares of stock.
     While that class has no  designation,  it is deemed to be the equivalent of
     Class A for  purposes of the  shareholder  account  policies  that apply to
     Class A shares of the  Oppenheimer  funds.  Shares of the Trust are  freely
     transferable.  Each  share  has one  vote  at  shareholder  meetings,  with
     fractional  shares voting  proportionally on matters submitted to a vote of
     shareholders.  There are no  preemptive  or  conversion  rights  and shares
     participate equally in the assets of the Trust upon liquidation.

     |X| Meetings of Shareholders.  As a Massachusetts business trust, the Trust
     is not required to hold, and does not plan to hold, regular annual meetings
     of shareholders. The Trust will hold meetings when required to do so by the
     Investment  Company Act or other  applicable law. It will also do so when a
     shareholder meeting is called by the Trustees or upon proper request of the
     shareholders.

     Shareholders  have the right,  upon the  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  record  holders  of 10% of the
     outstanding  shares of the Trust. If the Trustees receive a request from at
     least 10  shareholders  stating  that they wish to  communicate  with other
     shareholders  to request a meeting to remove a Trustee,  the Trustees  will
     then  either  make the  shareholder  lists of the  Trust  available  to the
     applicants or mail their  communication  to all other  shareholders  at the
     applicants'  expense.  The  shareholders  making the request must have been
     shareholders  for at least six  months  and must  hold  shares of the Trust
     valued at $25,000 or more or  constituting  at least 1% of the  outstanding
     shares of the Trust,  whichever  is less.  The Trustees may also take other
     action as permitted by the Investment Company Act.

          |_|  Shareholder  and  Trustee  Liability.  The  Declaration  of Trust
          contains an express disclaimer of shareholder or Trustee liability for
          the Trust's  obligations.  It also  provides for  indemnification  and
          reimbursement  of  expenses  out  of  the  Trust's  property  for  any
          shareholder   held  personally   liable  for  its   obligations.   The
          Declaration  of Trust also states that upon  request,  the Trust shall
          assume the defense of any claim made against a shareholder for any act
          or  obligation  of the Trust and shall  satisfy  any  judgment on that
          claim.  Massachusetts  law permits a shareholder  of a business  trust
          (such as the Trust) to be held personally  liable as a "partner" under
          certain circumstances. However, the risk that a Trust shareholder will
          incur  financial  loss from being held  liable as a  "partner"  of the
          Trust is limited to the relatively  remote  circumstances in which the
          Trust would be unable to meet its obligations.

The  Trust's contractual  arrangements state that any person doing business with
     the Trust (and each  shareholder of the Trust) agrees under the Declaration
     of Trust to look solely to the assets of the Trust for  satisfaction of any
     claim or  demand  that  may  arise  out of any  dealings  with  the  Trust.
     Additionally,  the  Trustees  shall have no personal  liability to any such
     person, to the extent permitted by law.

     Trustees and Officers of the Trust.  The Trust's  Trustees and officers and
          their principal  occupations and business affiliations during the past
          five years are listed  below.  Trustees  denoted  with an asterisk (*)
          below are deemed to be  "interested  persons"  of the Trust  under the
          Investment  Company  Act.  All  of the  Trustees  are  also  trustees,
          directors or managing general  partners of the following  Denver-based
          Oppenheimer funds1:

Oppenheimer Cash Reserves             Oppenheimer   Senior  Floating  Rate
                                      Fund
Oppenheimer Champion Income Fund      Oppenheimer Strategic Income Fund
Oppenheimer Capital Income Fund       Oppenheimer Total Return Fund, Inc.
Oppenheimer High Yield Fund           Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund   Panorama Series Fund, Inc.
Oppenheimer Integrity Funds           Centennial America Fund, L. P.
Oppenheimer  Limited-Term  Government Centennial   California  Tax  Exempt
Fund                                  Trust
Oppenheimer Main Street Funds, Inc.   Centennial Government Trust
Oppenheimer  Main Street  Opportunity
Fund                                  Centennial Money Market Trust
Oppenheimer  Main  Street  Small  Cap
Fund                                  Centennial New York Tax Exempt Trust
Oppenheimer Municipal Fund            Centennial Tax Exempt Trust
Oppenheimer Real Asset Fund

Robert G. Avis*, Trustee, Age: 69. One North Jefferson Ave., St. Louis, Missouri
     63103 Director and President of A.G. Edwards Capital, Inc. (General Partner
     of private equity funds), formerly,  until March 2000, Chairman,  President
     and Chief Executive Officer of A.G. Edwards Capital, Inc.; formerly,  until
     March 1999, Vice Chairman and Director of A.G. Edwards and Vice Chairman of
     A.G. Edwards & Sons, Inc. (its brokerage company  subsidiary);  until March
     1999,  Chairman of A.G.  Edwards Trust Company and A.G.E.  Asset Management
     (investment  advisor);  until March 2000, a Director of A.G. Edwards & Sons
     and A.G. Edwards Trust Company.

George C. Bowen,  Trustee,  Age: 64. 9224 Bauer Court, Lone Tree, Colorado 80124
     Formerly (until April 1999) Mr. Bowen held the following positions:  Senior
     Vice President  (since  September 1987) and Treasurer (since March 1985) of
     OppenheimerFunds,  Inc. of which the Manager is a wholly-owned  subsidiary;
     Vice  President  (since  June 1983) and  Treasurer  (since  March  1985) of
     OppenheimerFunds, Distributor, Inc., a subsidiary of OppenheimerFunds, Inc.
     and the Trust's  Sub-Distributor;  Senior Vice  President  (since  February
     1992),  Treasurer  (since  July 1991)  Assistant  Secretary  and a director
     (since December 1991) of Centennial  Asset  Management  Corp.,  the Trust's
     Manager;  Vice President  (since  October 1989) and Treasurer  (since April
     1986) of HarbourView Asset Management  Corporation,  an investment  advisor
     subsidiary of OppenheimerFunds,  Inc.; President,  Treasurer and a director
     of Centennial  Capital  Corporation  (since June 1989),  Vice President and
     Treasurer   (since  August  1978)  and  Secretary  (since  April  1981)  of
     Shareholder  Services,  Inc., the Trust's  Transfer Agent;  Vice President,
     Treasurer and Secretary of  Shareholder  Financial  Services,  Inc.  (since
     November 1989) ), a transfer  agent  subsidiary of  OppenheimerFunds,  Inc;
     Assistant  Treasurer of Oppenheimer  Acquisition  Corp.,  OppenheimerFunds,
     Inc.'s parent holding company (since March 1998);  Treasurer of Oppenheimer
     Partnership  Holdings,  Inc.  (since  November  1989),  a  holding  company
     subsidiary  of  OppenheimerFunds,  Inc.;  Vice  President  and Treasurer of
     Oppenheimer  Real Asset  Management,  Inc.  (since July 1996) an investment
     advisor subsidiary of OppenheimerFunds, Inc.; Treasurer of OppenheimerFunds
     International  Ltd. and  Oppenheimer  Millennium  Funds plc (since  October
     1997), offshore fund management subsidiaries of OppenheimerFunds, Inc.

Jon S. Fossel, Trustee, Age: 58.
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Formerly (until October 1990) Chairman and a director of OppenheimerFunds, Inc.;
President and a director of Oppenheimer Acquisition Corp., Shareholder Services,
Inc. and Shareholder Financial Services, Inc.

Sam  Freedman, Trustee, Age: 60. 4975 Lakeshore Drive, Littleton, Colorado 80123
     Formerly  (until  October  1994)  Chairman and Chief  Executive  Officer of
     OppenheimerFunds Services, Chairman, Chief Executive Officer and a director
     of  Shareholder  Services,  Inc.,  Chairman,  Chief  Executive  Officer and
     director of  Shareholder  Financial  Services,  Inc.,  Vice  President  and
     director   of   Oppenheimer   Acquisition   Corp.   and   a   director   of
     OppenheimerFunds, Inc.

Raymond J. Kalinowski,  Trustee, Age: 71. 44 Portland Drive, St. Louis, Missouri
     63131  Formerly a director  of Wave  Technologies  International,  Inc.  (a
     computer products training company),  self-employed  consultant (securities
     matters).

C. Howard Kast, Trustee, Age: 78.
2552 East Alameda, Denver, Colorado 80209
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).

Robert M. Kirchner, Trustee, Age: 79.
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Bridget A. Macaskill*,  President and Trustee,  Age: 52. Two World Trade Center,
     New York, New York 10048-0203 Chairman (since August 2000), Chief Executive
     Officer  (since  September  1995) and a director  (since  December 1994) of
     OppenheimerFunds,  Inc.;  President  (since  September 1995) and a director
     (since October 1990) of Oppenheimer  Acquisition  Corp.;  President,  Chief
     Executive  Officer  and a  director  (since  March  2000)  of  OFI  Private
     Investments,  Inc., an investment advisor  subsidiary of  OppenheimerFunds,
     Inc.; Chairman and a director of Shareholder  Services,  Inc. (since August
     1994) and Shareholder  Financial  Services,  Inc. (since  September  1995);
     President  (since  September  1995) and a director (since November 1989) of
     Oppenheimer  Partnership  Holdings,  Inc;  President and a director  (since
     October 1997) of  OppenheimerFunds  International  Ltd. and of  Oppenheimer
     Millennium   Funds  plc;  a  director  of  HarbourView   Asset   Management
     Corporation  (since July 1991) and of  Oppenheimer  Real Asset  Management,
     Inc. (since July 1996); a director  (since April 2000) of  OppenheimerFunds
     Legacy Program, a charitable trust program established by OppenheimerFunds,
     Inc.; a director of Prudential  Corporation plc (a U.K.  financial  service
     company);  President  and a trustee of other  Oppenheimer  funds;  formerly
     President of OppenheimerFunds, Inc. (June 1991 - August 2000).

JamesC. Swain*,  Chairman,  Chief Executive  Officer and Trustee,  Age: 66. 6803
     South Tucson Way, Englewood,  Colorado 80112 Vice Chairman (since September
     1988) of  OppenheimerFunds,  Inc.; formerly President and a director of the
     Manager and Chairman of the Board of Shareholder Services, Inc.

CarolE. Wolf, Vice President and Portfolio  Manager,  Age: 48. 6803 South Tucson
     Way,  Englewood,  Colorado 80112 Senior Vice President (since June 2000) of
     OppenheimerFunds,   Inc.;  an  officer  and  portfolio   manager  of  other
     Oppenheimer   funds;   formerly  Vice  President  of  the  Manager  and  of
     OppenheimerFunds, Inc. (June 1990 - June 2000).

Andrew J.  Donohue,  Vice-President  and  Secretary,  Age:  50. Two World  Trade
     Center,  New York, New York  10048-0203  Executive  Vice  President  (since
     January 1993),  General  Counsel (since October 1991) and a director (since
     September 1995) of OppenheimerFunds,  Inc.; Executive Vice President (since
     September  1993) and a director  (since  January 1992) of  OppenheimerFunds
     Distributor, Inc.; Executive Vice President, General Counsel and a director
     (since  September  1995)  of  HarbourView  Asset  Management   Corporation,
     Shareholder  Services,  Inc.,  Shareholder  Financial  Services,  Inc.  and
     Oppenheimer  Partnership Holdings,  Inc., of OFI Private Investments,  Inc.
     (since March 2000), and of PIMCO Trust Company (since May 2000);  President
     and a director of the Manager;  (since  September  1995) and of Oppenheimer
     Real Asset  Management,  Inc.  (since  July  1996);  Vice  President  and a
     director (since September 1997) of OppenheimerFunds  International Ltd. and
     Oppenheimer  Millennium  Funds  plc;  a  director  (since  April  2000)  of
     OppenheimerFunds  Legacy  Program;  General  Counsel  (since  May 1996) and
     Secretary (since April 1997) of Oppenheimer  Acquisition  Corp.; an officer
     of other Oppenheimer funds.


BrianW. Wixted, Treasurer,  Age: 41. 6803 South Tucson Way, Englewood,  Colorado
     80112  Senior  Vice   President  and   Treasurer   (since  March  1999)  of
     OppenheimerFunds,  Inc.;  Treasurer (since March 1999) of HarbourView Asset
     Management Corporation,  Shareholder Services, Inc., Oppenheimer Real Asset
     Management   Corporation,   Shareholder   Financial   Services,   Inc.  and
     Oppenheimer  Partnership Holdings,  Inc., of OFI Private Investments,  Inc.
     (since  March  2000)  and  of   OppenheimerFunds   International  Ltd.  and
     Oppenheimer  Millennium  Funds plc (since May  2000);  Treasurer  and Chief
     Financial  Officer  (since  May  2000) of PIMCO  Trust  Company;  Assistant
     Treasurer  (since March 1999) of Oppenheimer  Acquisition  Corp. and of the
     Manager;  an officer of other  Oppenheimer  funds;  formerly  Principal and
     Chief  Operating  Officer,  Bankers  Trust  Company - Mutual Fund  Services
     Division  (March 1995 - March 1999);  Vice  President  and Chief  Financial
     Officer of CS First Boston  Investment  Management Corp.  (September 1991 -
     March 1995).

Robert G. Zack, Assistant Secretary,  Age: 52. Two World Trade Center, New York,
     New York  10048-0203  Senior Vice President  (since May 1985) and Associate
     General  Counsel  (since  May 1981) of  OppenheimerFunds,  Inc.;  Assistant
     Secretary  of  Shareholder  Services,  Inc.  (since May 1985),  Shareholder
     Financial   Services,   Inc.  (since   November   1989);   OppenheimerFunds
     International  Ltd. and  Oppenheimer  Millennium  Funds plc (since  October
     1997); an officer of other Oppenheimer funds.

Robert  J.   Bishop,   Assistant   Treasurer,   Age:   41.  Vice   President  of
     OppenheimerFunds,  Inc. (since May 1996);  an officer of other  Oppenheimer
     funds;  formerly an Assistant Vice President  (April 1994 - May 1996) and a
     Fund Controller of OppenheimerFunds, Inc.

ScottT. Farrar, Assistant Treasurer,  Age: 35. 6803 South Tucson Way, Englewood,
     Colorado 80112 Vice President of  OppenheimerFunds,  Inc. (since May 1996);
     Assistant  Treasurer of  Oppenheimer  Millennium  Funds plc (since  October
     1997); an officer of other  Oppenheimer  funds;  formerly an Assistant Vice
     President   (April   1994   -  May   1996)   and  a  Fund   Controller   of
     OppenheimerFunds, Inc.

o    Remuneration of Trustees. The officers of the Trust and certain Trustees of
     the Trust (Ms. Macaskill and Mr. Swain) who are affiliated with the Manager
     receive  no salary or fee from the Trust.  The  remaining  Trustees  of the
     Trust received the  compensation  shown below.  The  compensation  from the
     Trust was paid during its fiscal year ended June 30, 2000. The compensation
     from all of the  Denver-based  Oppenheimer  funds includes the Trust and is
     compensation received as a trustee,  director,  managing general partner or
     member of a committee of the Board during the calendar year 1999.



<PAGE>


  -----------------------------------------------------------------------------
                               Aggregate         Total Compensation
  Trustee's Name               Compensation      from all Denver-Based
  and Other Positions          from Trust        Oppenheimer Funds1
  -----------------------------------------------------------------------------

  Robert G. Avis               $1,969            $67,998

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

       William A. Baker2       $1,969            $67,998

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

  George C. Bowen              $1,092            $23,879

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

         Jon S. Fossel         $2,025            $66,586
  Review Committee Member

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

          Sam Freedman         $2,143            $73,998
  Review Committee Member

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

     Raymond J. Kalinowski     $2,090            $73,248
  Audit Committee Member

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

  C. Howard Kast               $2,322            $78,873
  Audit and Review
  Committee Chairman

  -----------------------------------------------------------------------------
  Robert M. Kirchner           $2,030            $69,248
  Audit Committee Member

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

  Ned M. Steel2                $1,969            $67,998

----------------------------------------------------------------------------- 1.
     For the 1999 calendar year. 2. Effective  July 1, 2000,  Messrs.  Baker and
     Steel resigned as Trustees of the Trust.

o Deferred Compensation Plan for Trustees.  The Trustees have adopted a Deferred
Compensation Plan for disinterested Trustees that enables them to elect to defer
receipt of all or a portion of the annual fees they are entitled to receive from
the  Trust.  Under  the  plan,  the  compensation   deferred  by  a  Trustee  is
periodically adjusted as though an equivalent amount had been invested in shares
of one or more Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under this plan will be  determined  based upon the  performance  of the
selected funds.

Deferral of fees of the Trustees under this plan will not materially  affect the
Trust's assets, liabilities or net income per share. This plan will not obligate
the Trust to retain the services of any Trustee or to pay any  particular  level
of  compensation  to any Trustee.  Pursuant to an Order issued by the Securities
and  Exchange  Commission,  the Trust may  invest in the funds  selected  by any
Trustee under this plan without shareholder  approval for the limited purpose of
determining the value of the Trustees' deferred fee accounts.

|X| Major  Shareholders.  As of October  10,  2000 the only  person who owned of
record or was known by the Trust to own  beneficially  5% or more of the Trust's
outstanding  retail  shares was A.G.  Edwards & Sons,  Inc.,  1 North  Jefferson
Avenue, St. Louis, Missouri 63103, which owned  1,242,479,743.210  shares of the
Trust which was 99.4% of the  outstanding  shares of the Trust on that date, for
accounts of its customers  none of whom  individually  owned more than 5% of the
outstanding shares.

The  Manager.  The  Manager,   Centennial  Asset  Management   Corporation,   is
wholly-owned by  OppenheimerFunds,  Inc., which is a wholly-owned  subsidiary of
Oppenheimer  Acquisition  Corp., a holding company  controlled by  Massachusetts
Mutual Life Insurance Company.

The  portfolio  managers  of the  Trust  are  principally  responsible  for  the
day-to-day management of the Trust's investment portfolio.  Other members of the
Manager's  fixed-income  portfolio  department,  particularly security analysts,
traders and other portfolio  managers,  have broad experience with  fixed-income
securities.  They  provide the Trust's  portfolio  managers  with  research  and
support in managing the Trust's investments.

|X| The Investment Advisory Agreement.  The Manager provides investment advisory
and  management  services to the Trust under an  investment  advisory  agreement
between the  Manager  and the Trust.  The  Manager  selects  securities  for the
Trust's portfolio and handles its day-to-day  business.  The agreement  requires
the Manager,  at its expense,  to provide the Trust with adequate  office space,
facilities and equipment.  It also requires the Manager to provide and supervise
the activities of all  administrative and clerical personnel required to provide
effective  administration  for the Trust.  Those  responsibilities  include  the
compilation  and  maintenance  of records  with respect to its  operations,  the
preparation and filing of specified reports,  and composition of proxy materials
and registration statements for continuous public sale of shares of the Trust.

Expenses not  expressly  assumed by the Manager  under the  investment  advisory
agreement  are  paid by the  Trust.  The  investment  advisory  agreement  lists
examples of expenses paid by the Trust. The major categories relate to interest,
taxes, fees to unaffiliated  Trustees,  legal and audit expenses,  custodian and
transfer agent expenses, share issuance costs, certain printing and registration
costs and  non-recurring  expenses,  including  litigation costs. The management
fees paid by the Trust to the Manager are  calculated at the rates  described in
the Prospectus.


--------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
  ending 6/30
--------------------------------------------------------------------------------
      1998                                 $5,092,383
--------------------------------------------------------------------------------
      1999                                 $5,601,294
--------------------------------------------------------------------------------
      2000                                 $5,607,527
--------------------------------------------------------------------------------

Under the investment advisory agreement, the Manager has agreed to reimburse the
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.

The investment  advisory agreement provides 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 agreement shall be construed to protect
the Manager against any liability to the Trust or its  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 the agreement.

|X| The Distributor.  Under its General Distributor's  Agreement with the Trust,
Centennial   Asset  Management   Corporation  acts  as  the  Trust's   principal
underwriter  and  Distributor in the continuous  public  offering of the Trust's
shares.  The  Distributor is not obligated to sell a specific  number of shares.
The Distributor  bears the expenses  normally  attributable to sales,  including
advertising and the cost of printing and mailing prospectuses,  other than those
furnished   to   existing   shareholders.   The   Trust's   Sub-Distributor   is
OppenheimerFunds Distributor, Inc.

     Portfolio Transactions.  Portfolio decisions are based upon recommendations
     and judgment of the Manager  subject to the overall  authority of the Board
     of Trustees. Most purchases made by the Trust are principal transactions at
     net prices,  so the Trust incurs  little or no brokerage  costs.  The Trust
     deals  directly  with the selling or  purchasing  principal or market maker
     without incurring charges for the services of a broker on its behalf unless
     the Manager  determines that a better price or execution may be obtained by
     using the  services of a broker.  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 seeks to obtain prompt  execution of orders at the most favorable
     net  price.  If  broker/dealers   are  used  for  portfolio   transactions,
     transactions  may be directed to  broker/dealers  for their  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.  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.  Investment  research  services may be supplied to the
     Manager by a third party at the instance of a broker  through  which trades
     are placed. It may include 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 in commission dollars.

     The research  services provided by brokers broaden the scope and supplement
     the research  activities of the Manager.  That research provides additional
     views and  comparisons  for  consideration,  and helps the  Manager  obtain
     market  information  for the  valuation of  securities  held in the Trust's
     portfolio or being considered for purchase.

     Subject to applicable rules covering the Manager's activities in this area,
     sales of shares of the Trust and/or the other investment  companies managed
     by the Manager or distributed by the  Distributor may also be considered as
     a factor in the direction of transactions to dealers.  That must be done in
     conformity with the price, execution and other considerations and practices
     discussed  above.  Those other  investment  companies may also give similar
     consideration  relating to the sale of the  Trust's  shares.  No  portfolio
     transactions  will be handled by any securities  dealer affiliated with the
     Manager.

     The Trust may  experience  high  portfolio  turnover  that may increase the
     Trust's transaction costs. However,  since brokerage  commissions,  if any,
     are small,  high turnover does not have an appreciable  adverse effect upon
     the income of the Trust.

Service Plan

          The Trust has adopted a Service Plan for the shares. The plan has been
          approved by a vote of the Board of  Trustees,  including a majority of
          the Independent Trustees2,  cast in person at a meeting called for the
          purpose of voting on that plan.

          Under the plan, the Manager and the  Distributor  may make payments to
          affiliates and, in their sole  discretion,  from time to time, may use
          their own  resources (at no direct cost to the Trust) to make payments
          to brokers,  dealers or other financial  institutions for distribution
          and  administrative  services  they  perform.  The Manager may use its
          profits  from the advisory  fee it receives  from the Trust.  In their
          sole  discretion,  the  Distributor  and the Manager  may  increase or
          decrease the amount of payments  they make from their own resources to
          plan recipients.

          Unless a plan is terminated as described  below, the plan continues in
          effect from year to year but only if the Trust's Board of Trustees and
          its  Independent  Trustees  specifically  vote annually to approve its
          continuance.  Approval  must be by a vote  cast in person at a meeting
          called for the purpose of voting on continuing the plan. A plan may be
          terminated  at any time by the vote of a majority  of the  Independent
          Trustees or by the vote of the holders of a "majority"  (as defined in
          the Investment Company Act) of the outstanding shares of the Trust.

The  Board of Trustees and the  Independent  Trustees  must approve all material
     amendments  to a plan.  An amendment to increase  materially  the amount of
     payments to be made under a plan must be approved  by  shareholders  of the
     class affected by the  amendment.  The approval must be by a "majority" (as
     defined in the Investment Company Act) of the shares.

Whilethe plan is in effect,  the Treasurer of the Trust shall  provide  separate
     written reports on the plan to the Board of Trustees at least quarterly for
     its review.  The Reports shall detail the amount of all payments made under
     the plan and the purpose for which the payments  were made.  Those  reports
     are subject to the review and approval of the Independent Trustees.

     The  plan states that while it is in effect,  the selection and  nomination
          of those Trustees of the 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 the  selection  and
          nomination  process as long as the final  decision as to  selection or
          nomination is approved by a majority of the Independent Trustees.

     Underthe plan,  no payment will be made to any  recipient in any quarter in
          which the  aggregate  net asset value of all Trust  shares held by the
          recipient  for  itself  and its  customers  does not  exceed a minimum
          amount, if any, that may be set from time to time by a majority of the
          Independent Trustees.  The Board of Trustees has set no minimum amount
          of assets to qualify for payments under the plan.

          |X|  Service  Plan  Fees.  Under the  service  plan,  the  Distributor
               currently  uses  the  fees it  receives  from  the  Trust  to pay
               brokers,  dealers  and  other  financial  institutions  (they are
               referred to as  "recipients")  for personal  services and account
               maintenance  services  they provide for their  customers who hold
               shares.  The services include,  among others,  answering customer
               inquiries  about  the  Trust,   assisting  in  establishing   and
               maintaining  accounts in the Trust, making the Trust's investment
               plans  available and providing  other  services at the request of
               the  Trust  or  the   Distributor.   The  service   plan  permits
               reimbursements  to the  Distributor  at a rate of up to  0.20% of
               average  annual net assets of the shares.  While the plan permits
               the Board to authorize  payments to the  Distributor to reimburse
               itself for  services  under the plan,  the Board has not yet done
               so. The Distributor  makes payments to plan recipients  quarterly
               at an annual rate not to exceed  0.20% of the average  annual net
               assets   consisting  of  shares  held  in  the  accounts  of  the
               recipients or their customers.

For  the  fiscal  year  ended  June 30,  2000  payments  under the plan  totaled
     $2,486,115,  all of which was paid by the  Distributor to recipients.  That
     included $123,628 paid to an affiliate of the Distributor's parent company.
     For the  fiscal  year  ended  June  30,  2000,  the  Manager  paid,  in the
     aggregate,  $3,543,425 in fees out of its own  resources  for  distribution
     assistance.  Any unreimbursed  expenses the Distributor incurs with respect
     to the shares in any fiscal year cannot be recovered in  subsequent  years.
     The Distributor may not use payments  received under the plan to pay any of
     its interest  expenses,  carrying  charges,  or other  financial  costs, or
     allocation of overhead.

                            Performance of the Trust

     Explanation of Performance  Terminology.  The Trust uses a variety of terms
          to  illustrate   its   performance.   These  terms  include   "yield,"
          "compounded  effective  yield" and "average  annual total  return." An
          explanation  of how yields and total  returns  are  calculated  is set
          forth below.  The charts below show the Trust's  performance as of the
          Trust's  most  recent   fiscal  year  end.  You  can  obtain   current
          performance  information  by calling  the  Trust's  Transfer  Agent at
          1.800.525.9310.

     The  Trust's  illustrations of its performance data in advertisements  must
          comply with rules of the  Securities  and Exchange  Commission.  Those
          rules describe the types of performance  data that may be used and how
          it is to be  calculated.  If the Trust shows total returns in addition
          to its yields,  the returns must be for the 1-, 5- and 10-year periods
          ending as of the most recent calendar quarter prior to the publication
          of the advertisement (or its submission for publication).

     Use  of  standardized  performance  calculations  enables  an  investor  to
          compare the Trust's  performance to the performance of other funds for
          the same periods.  However,  a number of factors  should be considered
          before  using  the  Trust's  performance  information  as a basis  for
          comparisons with other investments:

     |_|  Yields and total returns  measure the  performance  of a  hypothetical
          account  in the  Trust  over  various  periods  and do  not  show  the
          performance of each shareholder's  account. Your account's performance
          will  vary  from the  model  performance  data if your  dividends  are
          received in cash, or you buy or sell shares during the period,  or you
          bought  your  shares at a  different  time than the shares used in the
          model.  |_| An  investment  in the Trust is not insured by the FDIC or
          any other  government  agency.  |_| The Trust's  yield is not fixed or
          guaranteed  and will  fluctuate.  |_| Yields and total returns for any
          given past period represent historical performance information and are
          not, and should not be  considered,  a prediction  of future yields or
          returns.

     |_|  Yields. The Trust's current yield is calculated for a seven-day period
          of time 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 (1)
      adding 1 to the base period  return  (obtained  as described  above),  (2)
      raising the sum to a power equal to 365 divided by 7, and (3)  subtracting
      1 from the result.

     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.  The  calculation  of yield
          under   either   procedure   described   above   does  not  take  into
          consideration  any  realized  or  unrealized  gains or  losses  on the
          Trust's portfolio  securities which may affect  dividends.  Therefore,
          the return on dividends  declared  during a period may not be the same
          on an annualized basis as the yield for that period.

     o    Total Return Information. There are different types of "total returns"
          to measure  the  Trust's  performance.  Total  return is the change in
          value of a  hypothetical  investment in the Trust over a given period,
          assuming  that all  dividends  and  capital  gains  distributions  are
          reinvested in additional shares and that the investment is redeemed at
          the end of the period. The cumulative total return measures the change
          in value over the entire period (for example,  ten years).  An average
          annual  total return shows the average rate of return for each year in
          a period  that would  produce  the  cumulative  total  return over the
          entire  period.  However,  average  annual  total  returns do not show
          actual   year-by-year   performance.   The  Trust  uses   standardized
          calculations  for its total  returns  as  prescribed  by the SEC.  The
          methodology is discussed below.

     |_|  Average Annual Total Return. The "average annual total return" of each
          class is an average annual  compounded rate of return for each year in
          a  specified  number of years.  It is the rate of return  based on the
          change in value of a hypothetical initial investment of $1,000 ("P" in
          the  formula  below)  held for a number of years  ("n") to  achieve an
          Ending  Redeemable  Value ("ERV" in the  formula) of that  investment,
          according to the following formula:


--------------------------------------------------------------------------------
                                  [OBJECT OMITTED]
--------------------------------------------------------------------------------

|_|  Cumulative Total Return. The "cumulative total return" calculation measures
     the change in value of a  hypothetical  investment of $1,000 over an entire
     period of years.  Its  calculation  |_| uses  some of the same  factors  as
     average annual total return,  but it does not average the rate of return on
     an annual basis. Cumulative total return is determined as follows:


--------------------------------------------------------------------------------
                                  [OBJECT OMITTED]
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     Yield         Compounded       Average Annual Total Returns (at 6/30/00)
 (7 days ended   Effective Yield
    6/30/00)      (7 days ended
                    6/30/00)
--------------------------------------------------------------------------------

                                     1-Year          5 Years        10 Years
--------------------------------------------------------------------------------

     5.90%            6.07%           5.07%           4.83%           4.63%
--------------------------------------------------------------------------------

     |X|  Other  Performance  Comparisons.  Yield  information  may be useful to
          investors in  reviewing  the Trust's  performance.  The 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 deposits by
          the 100  largest  banks and thrifts in the top ten metro  areas.  When
          comparing the 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 and may be
          insured or guaranteed.

     From time to time,  the Trust may include in its  advertisements  and sales
     literature   performance   information  about  the  Trust  cited  in  other
     newspapers and periodicals,  such as The New York Times,  which may include
     performance quotations from other sources.

From time to time,  the Trust's  Manager may publish  rankings or ratings of the
Manager (or the Transfer Agent) or the investor services provided by them. Those
ratings or  rankings  of  investor/shareholder  services  by third  parties  may
compare the services provided to those of other mutual fund families selected by
the rating or ranking services.  They may be based on the opinions of the rating
or ranking  service  itself,  based on its  research  or  judgment,  or based on
surveys of investors, brokers, shareholders or others.

                          A B O U T Y O U R A C C O U N T

                                How to Buy Shares

     Determination  of Net Asset Value Per Share.  The net asset value per share
     of the Trust is determined  twice each day that the New York Stock Exchange
     ("Exchange")  is open,  at 12:00 Noon and at 4:00 P.M, on each day that the
     Exchange is open,  by  dividing  the value of the Trust's net assets by the
     total  number  of  shares  outstanding.  All  references  to  time  in this
     Statement of Additional Information mean New York time. The Exchange's most
     recent annual announcement (which is subject to change) states that it will
     close on New Year's Day, Martin Luther King Jr. Day, Washington's Birthday,
     Good Friday,  Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day
     and Christmas Day. It may also close on other days.

     The Trust's  Board of Trustees  has  adopted the  amortized  cost method to
     value the Trust's portfolio securities.  Under the amortized cost method, a
     security  is  valued  initially  at its cost and its  valuation  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  consideration  any
     unrealized  capital  gains or  losses  on  securities.  While  this  method
     provides certainty in valuing securities, in certain periods the value of a
     security determined by amortized cost may be higher or lower than the price
     the Trust would receive if it sold the security.

     The  Trust's  Board  of  Trustees  has  established  procedures  reasonably
     designed to stabilize the Trust's net asset value at $1.00 per share. Those
     procedures  include a review of the  valuations  of the  Trust's  portfolio
     holdings by the Board of Trustees,  at intervals it deems  appropriate,  to
     determine whether the Trust's net asset value calculated by using available
     market quotations deviates from $1.00 per share based on amortized cost.

     The Board of Trustees will examine the extent of any deviation  between the
     Trust's  net  asset  value  based  upon  available  market  quotations  and
     amortized  cost.  If the Trust's net asset value were to deviate from $1.00
     by more than 0.5%,  Rule 2a-7  requires  the Board of  Trustees to consider
     what action,  if any,  should be taken. If they find that the extent of the
     deviation  may  cause a  material  dilution  or  other  unfair  effects  on
     shareholders,  the Board of Trustees will take whatever  steps it considers
     appropriate to eliminate or reduce the dilution,  including,  among others,
     withholding or reducing dividends, paying dividends from capital or capital
     gains,  selling portfolio  instruments prior to maturity to realize capital
     gains or losses or to shorten the average  maturity  of the  portfolio,  or
     calculating net asset value per share by using available market quotations.

     During periods of declining  interest  rates,  the daily yield on shares of
     the Trust may tend to be lower (and net  investment  income  and  dividends
     higher) than those of a fund holding the identical investments as the Trust
     but which used a method of portfolio  valuation  based on market  prices or
     estimates of market prices.  During periods of rising interest  rates,  the
     daily  yield of the Trust would tend to be higher and its  aggregate  value
     lower than that of an identical portfolio using market price valuation.

How to Sell Shares

     The  information  below  supplements the terms and conditions for redeeming
     shares set forth in the Prospectus.

     Checkwriting. When a check is presented to the Bank for clearance, the Bank
     will ask the Trust to  redeem a  sufficient  number of full and  fractional
     shares in the shareholder's  account to cover the amount of the check. This
     enables the  shareholder  to continue  receiving  dividends on those shares
     until the check is presented to the Trust.  Checks may not be presented for
     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 offering  checkwriting  privileges at any time without prior
     notice.

     In choosing to take advantage of the Checkwriting privilege, by signing the
Account  Application or by completing a Checkwriting  card,  each individual who
signs:  (1) for  individual  accounts,  represents  that they are the registered
owner(s)  of the  shares  of the Trust in that  account;  (2) for  accounts  for
corporations,  partnerships, trusts and other entities, represents that they are
an officer, general partner, trustee or other fiduciary or agent, as applicable,
duly authorized to act on behalf of the registered owner(s);  (3) authorizes the
Trust, its Transfer Agent and any bank through which the Trust's drafts (checks)
are payable to pay all checks drawn on the Trust  account of such  person(s) and
to redeem a sufficient  amount of shares from that  account to cover  payment of
each check; (4) specifically  acknowledges  that if they choose to permit checks
to be honored  if there is a single  signature  on checks  drawn  against  joint
accounts, or accounts for corporations,  partnerships, trusts or other entities,
the  signature of any one  signatory on a check will be  sufficient to authorize
payment of that check and redemption  from the account,  even if that account is
registered  in the  names of more than one  person  or more than one  authorized
signature  appears on the Checkwriting  card or the Application,  as applicable;
(5) understands that the Checkwriting  privilege may be terminated or amended at
any time by the Trust and/or the Trust's bank; and (6)  acknowledges  and agrees
that neither the Trust nor its bank shall incur any liability for that amendment
or termination of checkwriting  privileges or for redeeming shares to pay checks
reasonably believed by them to be genuine, or for returning or not paying checks
that have not been accepted for any reason.

     Sending Redemption  Proceeds by Federal Funds Wire.  The Federal Funds wire
          of redemptions  proceeds may be delayed if the Trust's  custodian bank
          is not  open for  business  on a day when  the  Trust  would  normally
          authorize  the wire to be made,  which is  usually  the  Trust's  next
          regular business day following the redemption. In those circumstances,
          the wire will not be  transmitted  until the next bank business day on
          which the Trust is open for business. No distributions will be paid on
          the proceeds of redeemed  shares  awaiting  transfer by Federal  Funds
          wire

Distributions  From   Retirement   Plans.   Requests  for   distributions   from
     OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans or
     pension  or   profit-sharing   plans   should  be  addressed  to  "Trustee,
     OppenheimerFunds  Retirement  Plans," c/o the Transfer Agent at its address
     listed in "How To Sell  Shares" in the  Prospectus  or on the back cover of
     this Statement of Additional Information. The request must

(1)  state the reason for the  distribution;  (2) state the owner's awareness of
     tax  penalties if the  distribution  is  premature;  and (3) conform to the
     requirements of the plan and the Trust's other redemption requirements.

     Participants      (other      than      self-employed      persons)      in
OppenheimerFunds-sponsored  pension or  profit-sharing  plans with shares of the
Trust held in the name of the plan or its  fiduciary  may not  directly  request
redemption of their accounts.  The plan administrator or fiduciary must sign the
request.

     Distributions  from pension and profit sharing plans are subject to special
requirements  under the Internal Revenue Code and certain  documents  (available
from the Transfer  Agent) must be completed and submitted to the Transfer  Agent
before the  distribution  may be made.  Distributions  from retirement plans are
subject to  withholding  requirements  under the Internal  Revenue Code, 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 Trust, the Manager,  the Distributor the  Sub-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 tax
penalties assessed in connection with a distribution.

How to Exchange Shares

     As stated in the Prospectus, direct shareholders can exchange shares of the
Trust for Class A shares of any of the following eligible funds:
<TABLE>

<S>                                       <C>
Oppenheimer Bond Fund                     Oppenheimer Limited-Term Government Fund
                                          Oppenheimer   Main   Street   California
Oppenheimer California Municipal Fund     Municipal Fund
                                          Oppenheimer  Main Street Growth & Income
Oppenheimer Capital Appreciation Fund     Fund
Oppenheimer Capital Preservation Fund     Oppenheimer Main Street Opportunity Fund
Oppenheimer Capital Income Fund           Oppenheimer Main Street Small Cap Fund
Oppenheimer Champion Income Fund          Oppenheimer MidCap Fund
Oppenheimer Convertible Securities Fund   Oppenheimer Multiple Strategies Fund
Oppenheimer Developing Markets Fund       Oppenheimer Municipal Bond Fund
Oppenheimer Disciplined Allocation Fund   Oppenheimer New York Municipal Fund
Oppenheimer Disciplined Value Fund        Oppenheimer New Jersey Municipal Fund
Oppenheimer Discovery Fund                Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Quest Balanced Value Fund
                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Enterprise Fund               Inc.
                                          Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer Europe Fund                   Inc.
Oppenheimer  Florida  Municipal Fund Oppenheimer  Quest  Opportunity  Value Fund
Oppenheimer  Global Fund  Oppenheimer  Quest Small Cap Fund  Oppenheimer  Global
Growth & Income  Fund  Oppenheimer  Quest Value Fund,  Inc.  Oppenheimer  Gold &
Special  Minerals  Fund  Oppenheimer  Real Asset Fund  Oppenheimer  Growth  Fund
Oppenheimer  Senior Floating Rate Fund  Oppenheimer  High Yield Fund Oppenheimer
Strategic  Income Fund  Oppenheimer  Insured  Municipal Fund  Oppenheimer  Total
Return Fund, Inc.  Oppenheimer  Intermediate  Municipal Fund Oppenheimer Trinity
Core Fund Oppenheimer  International  Bond Fund Oppenheimer  Trinity Growth Fund
Oppenheimer International Growth Fund Oppenheimer Trinity Value Fund Oppenheimer
International  Small Company Fund Oppenheimer U.S.  Government Trust Oppenheimer
Large Cap Growth Fund Oppenheimer World Bond Fund
                                          Limited-Term New York Municipal Fund
and the following money market funds:     Rochester Fund Municipals

                                                Centennial  New  York  Tax  Exempt
      Centennial America Fund, L. P.      Trust
      Centennial  California  Tax  Exempt
Trust                                           Centennial Tax Exempt Trust
      Centennial Money Market Trust             Oppenheimer Cash Reserves
                                                Oppenheimer   Money  Market  Fund,
                                          Inc.

</TABLE>

     Shares of the Trust  purchased  without a sales charge may be exchanged for
     shares of an eligible  fund offered with a sales charge upon payment of the
     sales charge.  Shares of the Trust acquired by reinvestment of dividends or
     distributions from the Trust or any of the other eligible funds (other than
     Oppenheimer  Cash  Reserves)  or from any unit  investment  trust for which
     reinvestment  arrangements  have  been  made  with the  Distributor  may be
     exchanged at net asset value for shares of any of the eligible funds.

     |_| Limits on Multiple  Exchange  Orders.  The Trust  reserves the right to
     reject telephone or written exchange  requests  submitted in bulk by anyone
     on behalf of more than one  account.  The  Trust may  accept  requests  for
     exchanges of up to 50 accounts per day from  representatives  of authorized
     dealers that qualify for this privilege.

     |_| Telephone  Exchange  Requests.  When exchanging shares by telephone,  a
     direct  shareholder  must have an existing account in the fund to which the
     exchange is to be made. Otherwise, the investor must obtain a prospectus of
     that fund before the exchange  request may be  submitted.  If all telephone
     lines  are  busy  (which  might  occur,  for  example,  during  periods  of
     substantial market fluctuations), shareholders might not be able to request
     exchanges by telephone and would have to submit written exchange requests.

|_|  Processing  Exchange  Requests.  Shares to be exchanged are redeemed on the
regular  business day the Transfer Agent receives an exchange  request in proper
form (the "Redemption  Date").  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 five business days if it determines that it would be disadvantaged by
an immediate transfer of the redemption proceeds.  The Trust reserves the right,
in its discretion,  to refuse any exchange request that may disadvantage it (for
example,  if the  receipt of  multiple  exchange  requests  from a dealer  might
require the  disposition  of portfolio  securities  at a time or at a price that
might be disadvantageous to the Trust).

In connection with any exchange  request,  the number of shares exchanged may be
less than the number  requested  if the exchange or the number  requested  would
include  shares  subject  to a  restriction  cited  in the  Prospectus  or  this
Statement of Additional  Information  or would include shares covered by a share
certificate  that is not  tendered  with the request.  In those cases,  only the
shares available for exchange without restriction will be exchanged.

The different  eligible funds  available for exchange have different  investment
objectives,  policies  and risks.  A  shareholder  should  assure  that the fund
selected is appropriate for his or her investment and should be aware of the tax
consequences  of an  exchange.  For  federal  income tax  purposes,  an exchange
transaction  is treated as a redemption  of shares of one fund and a purchase of
shares of another.  The Trust, the  Distributor,  the  Sub-Distributor,  and the
Transfer  Agent  are  unable to  provide  investment,  tax or legal  advice to a
shareholder  in  connection  with an  exchange  request or any other  investment
transaction.

The Trust may amend,  suspend or terminate  the exchange  privilege at any time.
Although,  the Trust may impose these  changes at any time,  it will provide you
with notice of those changes whenever it is required to do so by applicable law.
It may be  required to provide 60 days notice  prior to  materially  amending or
terminating  the  exchange  privilege.  That  60-day  notice is not  required in
extraordinary circumstances.

                               Dividends and Taxes

Tax Status of the Trust's Dividends and Distributions. The federal tax treatment
of the Trust's  dividends  and capital gains  distributions  is explained in the
Prospectus  under the  caption  "Distributions  and Taxes."  Under the  Internal
Revenue Code,  by December 31 each year,  the Trust must  distribute  98% of its
taxable investment income earned from January 1 through December 31 of that year
and 98% of its capital gains realized in the period from November 1 of the prior
year through  October 31 of the current year. It if does not, the Trust must pay
an excise tax on the amounts not distributed.  It is presently  anticipated that
the Trust will meet those requirements.  However,  the Board of Trustees and the
Manager  might  determine  in a  particular  year  that it  would be in the best
interest of shareholders for the Trust not to make distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would reduce
the  amount  of  income  or  capital  gains   available  for   distribution   to
shareholders.   The   Trust's   dividends   will   not  be   eligible   for  the
dividends-received deduction for corporations.

If the 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 distributions.  That qualification enables the Trust to "pass through" its
income and realized  capital gains to shareholders  without having to pay tax on
them. The Trust qualified as a regulated  investment  company in its last fiscal
year and  intends to  qualify in future  years,  but  reserves  the right not to
qualify.  The  Internal  Revenue  Code  contains  a number of  complex  tests to
determine whether the Trust qualifies. The Trust might not meet those tests in a
particular  year.  If it does not  qualify,  the Trust will be  treated  for tax
purposes  as an  ordinary  corporation  and will  receive no tax  deduction  for
payments of distributions made to shareholders.

Dividends,  distributions  and the  proceeds of the  redemption  of Trust shares
represented  by checks  returned to the Transfer  Agent by the Postal Service as
undeliverable  will be  invested  in shares of the Trust as promptly as possible
after the return of such checks to the  Transfer  Agent,  in order to enable the
investor to earn a return on otherwise idle funds.

Dividend  Reinvestment  in Another Trust.  Direct  shareholders of the Trust may
elect to reinvest all dividends  and/or capital gains  distributions  in Class A
shares of any eligible fund listed above. To elect this option,  the shareholder
must notify the Transfer  Agent in writing and must have an existing  account in
the fund selected for reinvestment. Otherwise, the shareholder first must obtain
a prospectus for that fund and an application  from the Distributor to establish
an account.  The investment will be made at the close of business on the payable
date of the dividend or distribution.

                     Additional Information About the Trust

The Distributor.  The Trust's shares are sold through dealers, brokers and other
financial institutions that have a sales agreement with the Sub-Distributor. The
Distributor and the  Sub-Distributor  also distribute  shares of the other funds
managed by the Manager or an affiliate.

The Transfer Agent.  Shareholder  Services,  Inc. the Trust's Transfer Agent, is
responsible  for maintaining  the Trust's  shareholder  registry and shareholder
accounting  records,  and for paying dividends and distributions to shareholders
of  the  Trust.  It  also  handles  shareholder   servicing  and  administrative
functions. It is paid on a "at-cost" basis.

The  Custodian.  Citibank,  N.A. is the  Custodian  of the Trust's  assets.  The
Custodian's  responsibilities  include  safeguarding and controlling the Trust's
portfolio  securities  and handling the delivery of such  securities to and from
the Trust.  It will be the practice of the Trust to deal with the Custodian in a
manner uninfluenced by any banking  relationship the Custodian may have with the
Manager and its  affiliates.  The Trust's cash  balances  with the  Custodian in
excess of  $100,000  are not  protected  by  federal  deposit  insurance.  Those
uninsured balances at times may be substantial.

Independent Auditors.  Deloitte & Touche LLP are the independent auditors of the
Trust.  They audit the Trust's  financial  statements  and perform other related
audit services.  They also act as auditors for the Manager and OppenheimerFunds,
Inc. and for certain other funds advised by the Manager and its affiliates.


<PAGE>


INDEPENDENT AUDITORS' REPORT
Centennial Government Trust


To the Board of Trustees and Shareholders of Centennial Government Trust:

We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
Centennial Government Trust, including the statement of investments,  as of June
30, 2000, and the related  statement of operations for the year then ended,  the
statements of changes in net assets for each of the two years in the period then
ended,  and the  financial  highlights  for each of the five years in the period
then  ended.  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 auditing standards generally accepted
in the  United  States of  America.  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 as of June 30, 2000, by  correspondence  with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  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,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Centennial  Government  Trust as of June 30, 2000, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period  then ended,  and the  financial  highlights  for each of the five
years in the  period  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado
July 24, 2000


<PAGE>


STATEMENT OF INVESTMENTS June 30, 2000
Centennial Government Trust

<TABLE>
<CAPTION>

                                                                        Principal        Value
                                                                         Amount        See Note 1
                                                                       -----------    ------------
<S>                                                                  <C>            <C>
REPURCHASE AGREEMENTS-- 6.1%
Repurchase agreement with PaineWebber, Inc., 6.60%,
dated 6/30/00,  to be repurchased  at $72,639,930 on 7/3/00,  collateralized  by
Federal National Mortgage Assn.,
6.50%--7%, 1/1/27-8/1/29, with a value of $117,209,568...........      $72,600,000    $ 72,600,000
                                                                                      ------------

U.S. GOVERNMENT AGENCIES--91.2%
Federal Home Loan Bank:
  5.39%, 10/6/00....................................................    29,000,000      28,860,666
  6.42%, 7/14/00-8/4/00.............................................    55,000,000      54,816,317
  6.46%, 9/13/00....................................................    30,000,000      29,601,633
  6.47%, 9/20/00....................................................    35,000,000      34,490,488
  6.48%, 9/8/00.....................................................    32,500,000      32,096,350
  6.49%, 9/22/00....................................................    35,000,000      34,476,293

Federal Home Loan Mortgage Corp.:
  6.40%, 7/11/00....................................................    10,000,000       9,982,167
  6.41%, 7/5/00.....................................................    25,000,000      24,982,194
  6.42%, 7/6/00.....................................................    14,560,000      14,547,017
  6.43%, 7/25/00-8/17/00............................................    99,539,000      98,898,183
  6.45%, 7/18/00....................................................    26,207,000      26,127,178
  6.46%, 9/7/00.....................................................    35,000,000      34,572,922
  6.47%, 9/14/00....................................................    15,208,000      15,003,009
  6.51%, 9/28/00....................................................    50,000,000      49,195,601

Federal National Mortgage Assn.:
  6.40%, 7/6/00-7/21/00.............................................    38,000,000      37,912,889
  6.41%, 7/19/00....................................................    50,750,000      50,587,496
  6.45%, 8/2/00.....................................................    25,000,000      24,856,667
  6.47%, 9/14/00....................................................    20,791,000      20,510,755
  6.471%, 8/2/00(1).................................................    20,000,000      19,998,820
  6.48%, 8/4/00(1)..................................................    15,000,000      14,998,992
  6.48%, 9/21/00....................................................    52,500,000      51,724,644
  6.82%, 7/17/00(1).................................................    20,000,000      19,999,564
</TABLE>

                                                                               3
<PAGE>


STATEMENT OF INVESTMENTS June 30, 2000 (Continued)
Centennial Government Trust


<TABLE>
<CAPTION>
                                                                              Principal           Value
                                                                                Amount          See Note 1
                                                                            -------------     --------------
<S>                                                                         <C>               <C>
U.S. GOVERNMENT AGENCIES (CONTINUED)
FNMA Master Credit Facility:
  6.14%, 8/1/00..........................................................     $50,000,000       $ 49,735,639
  6.60%, 9/6/00..........................................................      39,500,000         39,014,808
  6.63%, 9/1/00..........................................................      50,000,000         49,429,083

Overseas Private Investment Corp.:
  6.32%, 7/20/00(1)(2)...................................................       2,736,156          2,762,402
  6.345%, 7/20/00(1)(2)..................................................       3,573,961          3,588,039

Student Loan Marketing Assn.:
  6.84%, 9/15/00(1)......................................................      25,000,000         24,998,477

Student Loan Marketing Assn., guaranteeing commercial paper of
  New Hampshire Higher Education Loan Corp., Series 1995A:
  6.45%, 7/20/00-7/24/00.................................................      23,825,000         23,736,226
  6.48%, 7/11/00.........................................................      25,000,000         24,955,000

Student Loan Marketing Assn., guaranteeing commercial paper of
  USA Group Secondary Market Services, Inc., Series A:
  6.43%, 7/12/00-7/18/00.................................................      95,598,000         95,340,053
  6.45%, 7/13/00.........................................................      45,482,000         45,383,997
                                                                                              --------------
                                                                                               1,087,183,569
                                                                                              --------------
Total Investments, at Value..............................................            97.3%     1,159,783,569
                                                                                              --------------
Other Assets Net of Liabilities..........................................             2.7         31,972,158
                                                                            -------------     --------------
Net Assets...............................................................           100.0%    $1,191,755,727
                                                                            =============     ==============
</TABLE>


1. Represents the current interest rate for a variable or increasing rate
security.

2. Represents a restricted security which is considered  illiquid,  by virtue of
the  absence of a readily  available  market or because of legal or  contractual
restrictions on resale.  Such securities  amount to $6,350,441,  or 0.53% of the
Trust's  net  assets.  The Trust may not invest  more than 10% of its net assets
(determined at the time of purchase) in illiquid securities.



See accompanying Notes to Financial Statements.

4

<PAGE>




STATEMENT OF ASSETS AND LIABILITIES June 30, 2000
Centennial Government Trust


<TABLE>
<S>                                                                   <C>
ASSETS
Investments, at value--see accompanying statement...................   $1,159,783,569
Cash................................................................          534,725
Receivables and other assets:
  Shares of beneficial interest sold................................       39,764,997
  Interest..........................................................        2,639,154
  Other.............................................................          115,709
                                                                       --------------
     Total assets...................................................    1,202,838,154
                                                                       --------------

LIABILITIES Payables and other liabilities:
  Shares of beneficial interest redeemed............................        7,804,066
  Dividends.........................................................        2,811,879
  Transfer and shareholder servicing agent fees.....................          143,436
  Service plan fees.................................................          118,941
  Trustees' compensation............................................            5,213
  Other.............................................................          198,892
                                                                       --------------
     Total liabilities..............................................       11,082,427
                                                                       --------------

NET ASSETS..........................................................   $1,191,755,727
                                                                       ==============


COMPOSITION OF NET ASSETS
Paid-in capital.....................................................   $1,192,303,751
Accumulated net realized loss on investment transactions............         (548,024)
                                                                       --------------

NET ASSETS--applicable to 1,192,303,751 shares of
  beneficial interest outstanding...................................   $1,191,755,727
                                                                       ==============

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

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>

STATEMENT OF OPERATIONS For the Year Ended June 30, 2000
Centennial Government Trust

<TABLE>
<S>                                                                                                    <C>
INVESTMENT INCOME--Interest......................................................................        $70,474,618
                                                                                                         -----------

EXPENSES
Management fees..................................................................................          5,607,527
Service plan fees................................................................................          2,486,115
Transfer and shareholder servicing agent fees....................................................            833,564
Custodian fees and expenses......................................................................             32,988
Trustees' compensation...........................................................................             17,609
Other............................................................................................            277,478
                                                                                                         -----------
  Total expenses.................................................................................          9,255,281
    Less expenses paid indirectly................................................................            (19,331)
                                                                                                         -----------

NET EXPENSES.....................................................................................          9,235,950
                                                                                                         -----------
NET INVESTMENT INCOME............................................................................         61,238,668
                                                                                                         -----------
NET REALIZED GAIN ON INVESTMENTS.................................................................             13,728
                                                                                                         -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.............................................        $61,252,396
                                                                                                         ===========
</TABLE>
================================================================================
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                       Year Ended June 30,
                                                                               --------------------------------
                                                                                     2000             1999
                                                                               --------------   ---------------
<S>                                                                           <C>              <C>
OPERATIONS
Net investment income.................................................         $   61,238,668   $   54,416,410
Net realized gain.....................................................                 13,728          121,184
                                                                               --------------   --------------
Net increase in net assets resulting from operations..................             61,252,396       54,537,594
                                                                               --------------   --------------

DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS........................            (61,238,668)     (54,416,410)
                                                                               --------------   --------------

BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets resulting from beneficial
  interest transactions...............................................            (21,379,309)      80,656,449
                                                                               --------------   --------------

NET ASSETS
Total increase (decrease).............................................            (21,365,581)      80,777,633
Beginning of period...................................................          1,213,121,308    1,132,343,675
                                                                               --------------   --------------
End of period.........................................................         $1,191,755,727   $1,213,121,308
                                                                               ==============   ==============
</TABLE>

See accompanying Notes to Financial Statements.

6

<PAGE>

FINANCIAL HIGHLIGHTS
Centennial Government Trust

<TABLE>
<CAPTION>
                                                                                      Year Ended June 30,
                                                                  -----------------------------------------------------
                                                                   2000      1999        1998        1997        1996
                                                                  ------    ------      ------      ------      ------
<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       .04        .05         .05          .05
Dividends and/or distributions to shareholders.............         (.05)     (.04)      (.05)       (.05)        (.05)
                                                                   -----     -----      -----       -----        -----
Net asset value, end of period.............................        $1.00     $1.00      $1.00       $1.00        $1.00
                                                                   =====     =====      =====       =====        =====
TOTAL RETURN(1)............................................         5.07%     4.47%      4.93%       4.75%        4.91%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)....................       $1,192    $1,213     $1,132      $1,027        $ 942
Average net assets (in millions)...........................       $1,244    $1,245     $1,117      $1,032        $ 962
Ratios to average net assets:(2)
Net investment income......................................         4.92%     4.37%      4.82%       4.65%        4.83%
Expenses...................................................         0.74%     0.74%      0.75%(3)    0.76%(3)     0.77%(3)
</TABLE>




1. Assumes a $1,000  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 reflect
changes in net  investment  income only.  Total returns are not  annualized  for
periods less than one full year.

2. Annualized for periods of less than one full year.

3. Expense ratio has not been grossed up to reflect the effect of expenses
paid indirectly.





See accompanying Notes to Financial Statements.

                                                                               7
<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 level of
current  income  that is  consistent  with the  preservation  of capital and the
maintenance of liquidity.  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.

Securities 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.  As of June 30, 2000,  the Trust had
available for federal  income tax purposes an unused  capital loss  carryover as
follows:

<TABLE>
<CAPTION>
Expiring
--------
<S>      <C>
2003      $245,353
2004       278,711
2005        16,379
</TABLE>

Dividends and  Distributions  to  Shareholders.  Dividends and  distributions to
shareholders,  which are determined in accordance  with income tax  regulations,
are recorded on the ex-dividend date.

Expense Offset Arrangements. Expenses paid indirectly represent a reduction of
custodian fees for earnings on cash balances maintained by the Trust.

Other. Investment transactions are accounted for as of 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.

8

<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, 2000                  Year Ended June 30, 1999
                                    ----------------------------------      -----------------------------------
                                        Shares             Amount               Shares              Amount
                                    --------------     ---------------      --------------      ---------------
<S>                                <C>                <C>                   <C>               <C>
Sold..........................       3,599,296,440     $ 3,599,296,440       3,478,267,909      $ 3,478,267,909

Dividends and/or
  distributions reinvested....          58,889,090          58,889,090          53,427,071           53,427,071

Redeemed......................      (3,679,564,839)     (3,679,564,839)     (3,451,038,531)      (3,451,038,531)
                                    --------------     ---------------      --------------      ---------------

Net increase (decrease).......         (21,379,309)    $   (21,379,309)         80,656,449      $    80,656,449
                                    ==============     ===============      ==============      ===============
</TABLE>



3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Management Fees. 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%
of the first $250  million of the Trust's  net  assets,  0.475% of the next $250
million, 0.45% of the next $250 million,  0.425% of the next $250 million, 0.40%
of the next  $250  million,  0.375% of the next  $250  million  and 0.35% of net
assets in excess of $1.5 billion.  The Manager has agreed to reimburse the Trust
if aggregate expenses (with specified  exceptions) exceed the lesser of 1.50% of
the  average  annual  net  assets of the Trust up to $30  million  and 1% of its
average  annual net assets in excess of $30 million;  or 25% of the total annual
investment  income of the Trust.  The Trust's  management fee for the year ended
June 30, 2000 was an annualized rate of 0.45%,  before any waiver by the Manager
if applicable.

Transfer Agent Fees. Shareholder Services, Inc. (SSI) acts as the transfer and
shareholder servicing agent for the Trust and for other registered investment
companies on an "at-cost" basis.

Service Plan Fees.  Under an approved  service plan,  the Trust may expend up to
0.20% of its average  annual net assets  annually to reimburse  the Manager,  as
distributor,  for costs  incurred in  connection  with the personal  service and
maintenance of accounts that hold shares of the Trust, including amounts paid to
brokers, dealers, banks and other financial institutions.  During the year ended
June 30, 2000, the Trust paid $123,628 to a  broker/dealer  affiliated  with the
Manager as reimbursement for distribution-related expenses.


<PAGE>





                                   Appendix A

                               RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the  nationally-recognized
rating agencies listed below.  Those ratings represent the opinion of the agency
as to the credit quality of issues that they rate. The summaries below are based
upon publicly-available information provided by the rating organizations.

Moody's Investors Service, Inc.
--------------------------------------------------------------------------------

Long-Term (Taxable) Bond Ratings

Aaa:  Bonds  rated  "Aaa" are  judged  to be the best  quality.  They  carry the
smallest degree of investment risk.  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,  the changes that can be expected are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds rated "Aa" are 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 with  "Aaa"  securities  or  fluctuation  of  protective
elements  may be of greater  amplitude  or there may be other  elements  present
which  make  the  long-term  risk  appear  somewhat  larger  than  that of "Aaa"
securities.

A: Bonds rated "A" possess many  favorable  investment  attributes and are to be
considered  as  upper-medium  grade  obligations.  Factors  giving  security  to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Baa: Bonds rated "Baa" are considered  medium-grade  obligations;  that is, they
are neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective  elements may be
lacking or may be  characteristically  unreliable over any great length of time.
Such bonds lack  outstanding  investment  characteristics  and have  speculative
characteristics as well.

Ba:  Bonds  rated "Ba" are judged to have  speculative  elements.  Their  future
cannot  be  considered  well-assured.  Often  the  protection  of  interest  and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

B: Bonds rated "B" generally lack  characteristics of the desirable  investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa:  Bonds rated "Caa" are of poor  standing.  Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Ca:  Bonds rated "Ca"  represent  obligations  which are  speculative  in a high
degree. Such issues are often in default or have other marked shortcomings.

C: Bonds  rated "C" are the lowest  class of rated  bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment standing.

Con. (...):  Bonds for which the security  depends on the completion of some act
or the  fulfillment of some condition are rated  conditionally.  These bonds are
secured by (a) earnings of projects under construction, (b) earnings of projects
unseasoned in operating  experience,  (c) rentals that begin when facilities are
completed,  or (d) payments to which some other limiting condition attaches. The
parenthetical   rating  denotes  probable  credit  stature  upon  completion  of
construction or elimination of the basis of the condition.

Moody's  applies  numerical  modifiers  1,  2,  and  3 in  each  generic  rating
classification  from "Aa" through  "Caa." The modifier  "1"  indicates  that the
obligation ranks in the higher end of its generic rating category;  the modifier
"2" indicates a mid-range  ranking;  and the modifier "3" indicates a ranking in
the lower end of that generic rating category. Advanced refunded issues that are
secured by certain assets are identified with a # symbol.

Short-Term Ratings - Taxable Debt

These ratings  apply to the ability of issuers to honor senior debt  obligations
having an original maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term debt
obligations.

Prime-2:  Issuer has a strong  ability for repayment of senior  short-term  debt
obligations.  Earnings  trends and coverage  ratios,  while  sound,  may be more
subject to variation. Capitalization characteristics,  while appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3:  Issuer has an acceptable  ability for  repayment of senior  short-term
obligations.  The effect of industry characteristics and market compositions may
be more  pronounced.  Variability  in earnings and  profitability  may result in
changes in the level of debt protection  measurements and may require relatively
high financial leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating category.


Standard & Poor's Rating Services
--------------------------------------------------------------------------------

                            Long-Term Credit Ratings

AAA:  Bonds rated "AAA" have the highest  rating  assigned by Standard & Poor's.
The  obligor's  capacity to meet its financial  commitment on the  obligation is
extremely strong.

AA:  Bonds rated "AA" differ from the highest  rated  obligations  only in small
degree.  The  obligor's  capacity  to  meet  its  financial  commitment  on  the
obligation is very strong.

A: Bonds rated "A" are  somewhat  more  susceptible  to the  adverse  effects of
changes  in   circumstances   and  economic   conditions  than   obligations  in
higher-rated  categories.  However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: Bonds rated "BBB" exhibit adequate protection parameters.  However, adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity  of the  obligor  to meet  its  financial  commitment  on the
obligation.

BB, B, CCC, CC, and C

Bonds rated "BB",  "B", "CCC",  "CC" and "C" are regarded as having  significant
speculative characteristics. "BB" indicates the least degree of speculation, and
"C" the  highest.  While such  obligations  will  likely  have some  quality and
protective  characteristics,  these may be outweighed by large  uncertainties or
major exposures to adverse conditions.  BB: Bonds rated "BB" are less vulnerable
to nonpayment than other speculative issues.  However,  these face major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions
which could lead to the  obligor's  inadequate  capacity  to meet its  financial
commitment on the obligation.

B: Bonds rated "B" are more  vulnerable to  nonpayment  than  obligations  rated
"BB",  but  the  obligor  currently  has the  capacity  to  meet  its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

CCC: Bonds rated "CCC" are currently vulnerable to nonpayment, and are dependent
upon favorable business,  financial,  and economic conditions for the obligor to
meet its  financial  commitment  on the  obligation.  In the  event  of  adverse
business,  financial or economic  conditions,  the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.

CC:  Bonds rated "CC" are currently highly vulnerable to nonpayment.

C: A  subordinated  debt or preferred  stock  obligation  rated "C" is currently
highly vulnerable to nonpayment. The "C" rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action has been taken, but
payments on this obligation are being continued.  A "C" also will be assigned to
a preferred  stock issue in arrears on dividends or sinking fund  payments,  but
that is currently paying.

D: Bonds rated "D" are in default. Payments on the obligation are not being made
on the date due even if the  applicable  grace  period has not  expired,  unless
Standard and Poor's  believes  that such payments will be made during such grace
period.  The "D"  rating  will  also be used  upon the  filing  of a  bankruptcy
petition  or the taking of a similar  action if payments  on an  obligation  are
jeopardized.

The ratings  from "AA" to "CCC" may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories. The
"r" symbol is attached to the ratings of instruments with significant  noncredit
risks.

Short-Term Issue Credit Ratings

A-1: Obligation is rated in the highest category. The obligor's capacity to meet
its financial  commitment on the obligation is strong.  Within this category,  a
plus (+) sign designation indicates the obligor's capacity to meet its financial
obligation is extremely strong.

A-2:  Obligation is somewhat more  susceptible to the adverse effects of changes
in  circumstances  and economic  conditions  than  obligations  in higher rating
categories.  However, the obligor's capacity to meet its financial commitment on
the obligation is satisfactory.

A-3:  Obligation  exhibits  adequate  protection  parameters.  However,  adverse
economic  conditions  or  changing  circumstances  are more  likely to lead to a
weakened  capacity  of the  obligor  to meet  its  financial  commitment  on the
obligation.

B: Obligation is regarded as having significant speculative characteristics. The
obligor  currently  has the  capacity to meet its  financial  commitment  on the
obligation.  However,  it faces major ongoing  uncertainties which could lead to
the  obligor's  inadequate  capacity  to meet its  financial  commitment  on the
obligation.

C:  Obligation  is currently  vulnerable  to  nonpayment  and is dependent  upon
favorable business,  financial,  and economic conditions for the obligor to meet
its financial commitment on the obligation.

D:  Obligation is in payment  default.  Payments on the obligation have not been
made on the due date even if the applicable grace period has not expired, unless
Standard and Poor's  believes  that such payments will be made during such grace
period.  The "D"  rating  will  also be used  upon the  filing  of a  bankruptcy
petition  or the taking of a similar  action if payments  on an  obligation  are
jeopardized.

Fitch, Inc.
--------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade:  AAA: Highest Credit Quality.  "AAA" ratings denote the lowest
expectation of credit risk. They are assigned only in the case of  exceptionally
strong  capacity for timely payment of financial  commitments.  This capacity is
highly unlikely to be adversely affected by foreseeable events.

AA: Very High Credit  Quality.  "AA" ratings  denote a very low  expectation  of
credit  risk.  They  indicate  a very  strong  capacity  for  timely  payment of
financial  commitments.   This  capacity  is  not  significantly  vulnerable  to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.

Speculative Grade:

BB:  Speculative.  "BB" ratings  indicate that there is a possibility  of credit
risk  developing,  particularly  as the result of adverse  economic  change over
time.  However,  business or  financial  alternatives  may be available to allow
financial  commitments  to be met.  Securities  rated in this  category  are not
investment grade.

B: Highly  Speculative.  "B" ratings  indicate that  significant  credit risk is
present,  but a limited  margin of safety  remains.  Financial  commitments  are
currently being met. However,  capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.

CCC,  CC C: High  Default  Risk.  Default is a real  possibility.  Capacity  for
meeting  financial  commitments  is solely  reliant  upon  sustained,  favorable
business or economic developments.  A "CC" rating indicates that default of some
kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default.  The ratings of  obligations in this category are based
on their prospects for achieving partial or full recovery in a reorganization or
liquidation  of  the  obligor.   While  expected   recovery  values  are  highly
speculative  and cannot be estimated with any precision,  the following serve as
general  guidelines.  "DDD" obligations have the highest potential for recovery,
around  90%-100% of  outstanding  amounts and accrued  interest.  "DD" indicates
potential  recoveries  in the  range of  50%-90%,  and "D" the  lowest  recovery
potential, i.e., below 50%.

Entities  rated  in  this  category  have  defaulted  on  some  or all of  their
obligations.  Entities  rated "DDD" have the highest  prospect for resumption of
performance  or  continued  operation  with or  without a formal  reorganization
process.  Entities  rated  "DD"  and  "D"  are  generally  undergoing  a  formal
reorganization or liquidation process;  those rated "DD" are likely to satisfy a
higher portion of their outstanding obligations, while entities rated "D" have a
poor prospect for repaying all obligations.  Plus (+) and minus (-) signs may be
appended to a rating  symbol to denote  relative  status within the major rating
categories.  Plus and minus  signs are not  added to the  "AAA"  category  or to
categories below "CCC," nor to short-term ratings other than "F1" (see below).

International Short-Term Credit Ratings

F1:  Highest credit quality. Strongest capacity for timely payment of financial
commitments. May have an added "+" to denote any exceptionally strong credit
feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial
commitments,  but the  margin of safety is not as great as in the case of higher
ratings.

F3: Fair credit quality. Capacity for timely payment of financial commitments is
adequate.  However,  near-term  adverse  changes  could result in a reduction to
non-investment grade.

B:    Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.

C:      High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business and
economic environment.

D:     Default. Denotes actual or imminent payment default.


<PAGE>



Appendix B

--------------------------------------------------------------------------------
                            Industry Classifications
--------------------------------------------------------------------------------


Aerospace/Defense                       Food and Drug Retailers
Air Transportation                      Gas Utilities
Asset-Backed                            Health Care/Drugs
Auto Parts and Equipment                Health Care/Supplies & Services
Automotive                              Homebuilders/Real Estate
Bank Holding Companies                  Hotel/Gaming
Banks                                   Industrial Services
Beverages                               Information Technology
Broadcasting                            Insurance
Broker-Dealers                          Leasing & Factoring
Building Materials                      Leisure
Cable Television                        Manufacturing
Chemicals                               Metals/Mining
Commercial Finance                      Nondurable Household Goods
Communication Equipment                 Office Equipment
Computer Hardware                       Oil - Domestic
Computer Software                       Oil - International
Conglomerates                           Paper
Consumer Finance                        Photography
Consumer Services                       Publishing
Containers                              Railroads & Truckers
Convenience Stores                      Restaurants
Department Stores                       Savings & Loans
Diversified Financial                   Shipping
Diversified Media                       Special Purpose Financial
Drug Wholesalers                        Specialty Printing
Durable Household Goods                 Specialty Retailing
Education                               Steel
Electric Utilities                      Telecommunications - Long Distance
Electrical Equipment                    Telephone - Utility
Electronics                             Textile, Apparel & Home Furnishings
Energy Services                         Tobacco
Entertainment/Film                      Trucks and Parts
Environmental                           Wireless Services
Food


<PAGE>


--------------------------------------------------------------------------------
Centennial Government Trust
--------------------------------------------------------------------------------

Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112

                                 Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217

Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
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
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202


PX0170.001.1100
<PAGE>

 Centennial Money Market Trust


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


Prospectus dated November 1, 2000
                                         Centennial  Money  Market  Trust  is  a
                                         money market  mutual fund. It seeks the
                                         maximum    current   income   that   is
                                         consistent  with low  capital  risk and
                                         maintaining   liquidity.    The   Trust
                                         invests  in  short-term,   high-quality
                                         "money market" instruments.

                                         This  Prospectus   contains   important
                                         information     about    the    Trust's
                                         objective,   its  investment  policies,
                                         strategies and risks.  It also contains
                                         important  information about how to buy
                                         and sell shares of the
As with all mutual funds, the Trust and other account  features.  Securities and
Exchange  Commission has Please read this  Prospectus  carefully not approved or
disapproved  the Trust's before you invest and keep it for securities nor has it
determined that future reference about your account. this Prospectus is accurate
or complete. It is a criminal offense to represent otherwise.
--------------------------------------------------------------------------------





<PAGE>



CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T

                  This section applies to the prospectuses of Centennial
                  Money Market Trust, Centennial Tax Exempt Trust and
                  Centennial Government Trust

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends and Tax Information

                  Financial Highlights






<PAGE>


A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S  INVESTMENT  OBJECTIVE?  The Trust seeks the maximum current
income  that  is  consistent  with  low  capital  risk  and the  maintenance  of
liquidity.

WHAT DOES THE TRUST INVEST IN? The Trust is a money market fund. It invests in a
variety of high-quality  money market  instruments to seek income.  Money market
instruments are short-term,  U.S.  dollar-denominated debt instruments issued by
the  U.S.   government,   domestic  and  foreign   corporations   and  financial
institutions and other entities.  They include,  for example,  bank obligations,
repurchase  agreements,  commercial paper,  other corporate debt obligations and
government debt  obligations.  To be considered  "high-quality,"  generally they
must be rated in one of the two highest credit-quality categories for short-term
securities by nationally recognized rating services. If unrated, a security must
be determined by the Trust's  investment  manager to be of comparable quality to
rated securities.

WHO IS THE TRUST  DESIGNED  FOR?  The Trust is designed  for  investors  who are
seeking to earn income at current money market rates while  preserving the value
of their  investment,  because the Trust tries to keep its share price stable at
$1.00.  Income on  short-term  money market  instruments  tends to be lower than
income on longer term debt securities, so the Trust's yield will likely be lower
than the yield on longer-term  fixed income funds. The Trust does not invest for
the  purpose  of  seeking  capital  appreciation  or gains and is not a complete
investment program.

Main Risks of Investing in the Trust

All  investments  carry  risks  to  some  degree.  Funds  that  invest  in  debt
obligations  for income may be subject to credit risks and interest  rate risks.
However,  the Trust's investments must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. Those
standards  include  requirements  for  maintaining  high  credit  quality in the
Trust's  portfolio,  a short average portfolio maturity to reduce the effects of
changes in interest  rates on the value of the Trust's  securities and investing
in a wide  variety  of  issuers  to reduce  the  effects of a default by any one
issuer on the Trust's overall portfolio and the value of the Trust's shares.

      Even so, there are risks that any of the Trust's  holdings  could have its
credit rating  downgraded,  or the issuer could default,  or that interest rates
could rise sharply,  causing the value of the Trust's  securities (and its share
price) to fall. As a result,  there is a risk that the Trust's shares could fall
below  $1.00 per share.  If there is a high  redemption  demand for the  Trust's
shares  that was not  anticipated,  portfolio  securities  might have to be sold
prior to their  maturity  at a loss.  Also,  there is the risk that the value of
your investment could be eroded over time by the effects of inflation,  and that
poor security  selection could cause the Trust to underperform  other funds with
similar objectives.



------------------------------------------------------------------------------
An investment  in the Trust is not insured or guaranteed by the Federal  Deposit
Insurance  Corporation or any other government agency.  Although the Trust seeks
to preserve the value of your  investment at $1.00 per share,  it is possible to
lose money by investing in the Trust.
------------------------------------------------------------------------------

The Trust's Past Performance

The bar chart and table below show how the  Trust's  returns may vary over time,
by showing changes in the Trust's performance from year to year for the last ten
calendar  years and its average annual total returns for the 1-, 5- and 10- year
periods.  Variability  of returns is one measure of the risks of  investing in a
money market fund. The Trust's past investment  performance does not predict how
the Trust will perform in the future.

Annual Total Returns (% as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/00  through  9/30/00 the  cumulative  total  return (not
annualized)  was 4.34%.  During the period  shown in the bar chart,  the highest
return (not  annualized) for a calendar  quarter was 1.0% (1stand 4th Q '90) and
the lowest return (not annualized) for a calendar quarter was 0.65% (1st and 2nd
Q '93).

Average Annual Total Returns
for the periods ended December 31,    1 Year    5 Years         10 Years
1999
--------------------------------------------------------------------------------

Centennial Money Market Trust         4.72%     5.06%           4.88%
(inception 9/8/81)
--------------------------------------------------------------------------------

The returns  measure the  performance of a hypothetical  account and assume that
all dividends have been reinvested in additional shares.

------------------------------------------------------------------------------
The total  returns are not the Trust's  current  yield.  The Trust's  yield more
closely  reflects the Trust's  current  earnings.  To obtain the Trust's current
7-day yield, please call the Transfer Agent toll-free at 1.800.525.9310.
------------------------------------------------------------------------------

Fees and Expenses of the Trust

The Trust pays a variety of expenses directly for management, administration and
other  services.  Those  expenses  are  subtracted  from the  Trust's  assets to
calculate the Trust's net asset value per share. All shareholders  therefore pay
those expenses indirectly. The following tables are meant to help you understand
the fees and expenses  you may pay if you buy and hold shares of the Trust.  The
numbers below are based upon the Trust's  expenses  during the fiscal year ended
June 30, 2000.

SHAREHOLDER  FEES.  The Trust does not charge any  initial  sales  charge to buy
shares or to reinvest  dividends.  There are no exchange fees or redemption fees
and no  contingent  deferred  sales  charges  (unless  you buy  Trust  shares by
exchanging Class A shares of other eligible funds that were purchased subject to
a contingent deferred sales charge, as described in "How to Sell Shares").

Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

 ------------------------------------------------------------------------------
 Management Fees                              0.34%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Distribution and/or Service (12b-1) Fees     0.20%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Other Expenses                               0.13%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Total Annual Operating Expenses              0.67%
 ------------------------------------------------------------------------------
"Other expenses" in the table include  transfer agent fees,  custodial fees, and
accounting and legal expenses the Trust pays.

EXAMPLE.  The  following  example is  intended  to help you  compare the cost of
investing in the Trust with the cost of investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in shares of the Trust for the time
periods  indicated and reinvest your  dividends and  distributions.  The example
also assumes that your investment has a 5% return each year and that the Trust's
operating  expenses  remain the same.  Your actual costs may be higher or lower,
because expenses will vary over time.  Based on these  assumptions your expenses
would be as  follows,  whether or not you redeem your  investment  at the end of
each period:

  -----------------------------------------------------------------------------
                                1 year      3 years     5 years    10 years
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
                                $68         $214        $373       $835
  -----------------------------------------------------------------------------

About the Trust's Investments

THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in short-term money
market  securities  meeting  quality,  maturity  and  diversification  standards
established by its Board of Trustees as well as rules that apply to money market
funds under the Investment Company Act. The Statement of Additional  Information
contains more detailed  information  about the Trust's  investment  policies and
risks.

      The Trust's investment  manager,  Centennial Asset Management  Corporation
(referred  to in this  Prospectus  as the  Manager)  tries  to  reduce  risks by
diversifying  investments and by carefully  researching  investments  before the
Trust  buys  them.  The rate of the  Trust's  income  will vary from day to day,
generally  reflecting changes in overall short-term  interest rates. There is no
assurance that the Trust will achieve its investment objective.

What  Does the Trust  Invest In?  Money  market  instruments  are  high-quality,
      short-term  debt  instruments.  They may have fixed,  variable or floating
      interest rates. All of the Trust's money market  investments must meet the
      special quality and maturity requirements set under the Investment Company
      Act and the special  standards set by the Board  described  briefly below.
      The  following  is a  brief  description  of the  types  of  money  market
      instruments the Trust may invest in.

o     U.S. Government Securities.  The Trust invests in obligations issued or
      guaranteed by the U.S. government or any of its agencies or
      instrumentalities.  Some are direct obligations of the U.S. Treasury,
      such as Treasury bills, notes and bonds, and are supported by the full
      faith and credit of the United States.  Other U.S. government
      securities, such as pass-through certificates issued by the Government
      National Mortgage Association (Ginnie Mae), are also supported by the
      full faith and credit of the U.S. government.  Some government
      securities, agencies or instrumentalities of the U.S. government are
      supported by the right of the issuer to borrow from the U.S. Treasury,
      such as securities of the Federal National Mortgage Corporation (Fannie
      Mae).  Others may be supported only by the credit of the
      instrumentality, such as obligations of the Federal Home Loan Mortgage
      Corporation (Freddie Mac).

o     Bank Obligations.  The Trust can buy time deposits, certificates of
      deposit and bankers' acceptances.  These obligations must be
      denominated in U.S. dollars, even if issued by a foreign bank.

o     Commercial Paper.  Commercial paper is a short-term,  unsecured promissory
      note of a domestic or foreign  company or other  financial firm. The Trust
      may buy  commercial  paper only if it matures in nine  months or less from
      the date of purchase.

o     Corporate Debt Obligations.  The Trust can invest in other short-term
      corporate debt obligations, besides commercial paper including debt
      obligations that either mature within twelve months of the date of
      purchase or that are subject to repurchase agreements that call for
      delivery in twelve months or less.  The Board of Trustees has proposed
      a change to this policy to increase the length of permitted maturity to
      up to the maximum time permitted under Rule 2a-7, which is currently
      397 days.  Please see "What Standards Apply to the Trust's Investment?"
      below for more details.

o     Other  Money  Market  Obligations.  The Trust may  invest in money  market
      obligations  other  than  those  listed  above  if  they  are  subject  to
      repurchase  agreements or guaranteed as to their principal and interest by
      a corporation whose commercial paper may be purchased by the Trust or by a
      domestic bank. The bank must meet credit criteria set by the Board.

      Additionally,  the Trust may buy other money market  instruments  that the
Manager  approves  under  procedures  adopted  by the  Board.  They must be U.S.
dollar-denominated  short-term  investments  that the Manager must  determine to
have minimal credit risks.

      Currently,  the Board has  approved  the  purchase  of  dollar-denominated
obligations of foreign banks payable in the U.S. or in London, England, floating
or  variable  rate  demand  notes,   asset-backed  securities,   and  bank  loan
participation agreements.  Their purchase may be subject to restrictions adopted
by the Board from time to time.

What  Standards Apply to the Trust's  Investments?  Money market instruments are
      subject to credit  risk,  the risk that the issuer  might not make  timely
      payments of interest on the  security or repay  principal  when it is due.
      The Trust may buy only those  investments  that meet  standards set by the
      Investment  Company Act for money market funds and  procedures  adopted by
      the Board.  The Board has adopted  evaluation  procedures  for the Trust's
      portfolio,  and the  Manager has the  responsibility  to  implement  those
      procedures when selecting investments for the Trust.

In  general,  the Trust  buys only  high-quality  investments  that the  Manager
believes  present  minimal  credit risk at the time of purchase.  "High-quality"
investments are:

o     rated in one of the two highest short-term rating categories of two
      national rating organizations, or
o     rated by one rating organization in one of its two highest rating
      categories (if only one rating organization has rated the investment),
      or
o     unrated investments that the Manager determines are comparable in
      quality to the two highest rating categories.

      The  procedures  also limit the amount of the  Trust's  assets that can be
      invested  in the  securities  of any  one  issuer  (other  than  the  U.S.
      government,  its  agencies and  instrumentalities),  to spread the Trust's
      investment risks. The Trust's  fundamental policy restricting  investments
      in any debt  instrument  having a maturity  in excess of one year from the
      date of the investment is more  restrictive  than the standards that apply
      to all money  market  funds.  That  restriction  could  limit the  Trust's
      investments,  however,  shareholders  have been  requested  to  approve an
      amendment to this policy  whereby no  security's  maturity will exceed the
      maximum time  permitted  under Rule 2a-7. If the change is not approved by
      shareholders,  the Manager will supplement this Prospectus to reflect that
      the  change  was  not  approved.   Finally,  the  Trust  must  maintain  a
      dollar-weighted  average  portfolio  maturity of not more than 90 days, to
      reduce interest rate risks.

Can   the Trust's Investment Objective and Policies Change? The Board can change
      non-fundamental   policies   without   shareholder   approval,    although
      significant  changes will be described in amendments  to this  Prospectus.
      Fundamental  policies cannot be changed without the approval of a majority
      of the Trust's outstanding voting shares. The Trust's investment objective
      is a fundamental policy. Some investment restrictions that are fundamental
      polices  are  listed  in  the  Statement  of  Additional  Information.  An
      investment  policy  is  not  fundamental  unless  this  Prospectus  or the
      Statement  of  Additional  Information  says  that it is.  Please  see the
      Statement of Additional  Information for more information on the proposals
      to  change  the  fundamental  policies  that  the  Board of  Trustees  has
      requested  shareholders  to approve.  If  shareholders  do not approve the
      changes, then this Prospectus and Statement of Additional Information will
      be supplemented to advise you that the amendments were not approved.

OTHER  INVESTMENT  STRATEGIES.  To seek its  objective,  the  Trust  can use the
investment techniques and strategies described below. The Trust might not always
use all of them.  These  techniques  involve risks.  The Statement of Additional
Information  contains more information about some of these practices,  including
limitations on their use that are designed to reduce some of the risks.

Floating  Rate/Variable  Rate Notes.  The Trust can  purchase  investments  with
      floating or variable  interest  rates.  Variable  rates are  adjustable at
      stated  periodic  intervals.  Floating  rates are  adjusted  automatically
      according to a specified market rate or benchmark,  such as the prime rate
      of a bank.  If the maturity of an  investment is greater than one year (or
      if the  proposed  change is approved  by  shareholders,  the maximum  time
      permitted  under Rule 2a-7),  it may be purchased  only if it has a demand
      feature.  That  feature  must  permit the Trust to recover  the  principal
      amount of the investment on not more than thirty days' notice at any time,
      or at  specified  times not  exceeding  one year from  purchase (or if the
      proposed  change is approved by  shareholders,  the maximum time permitted
      under Rule 2a-7).

Asset-Backed Securities. The Trust can invest in asset-backed securities.  These
      are  fractional  interests  in pools of  consumer  loans and  other  trade
      receivables,  which are the obligations of a number of different  parties.
      The income from the underlying  pool is passed through to investors,  such
      as the Trust.

      These  investments might be supported by a credit  enhancement,  such as a
letter of  credit,  a  guarantee  or a  preference  right.  However,  the credit
enhancement generally applies only to a fraction of the security's value. If the
issuer of the security has no security interest in the related collateral, there
is the risk that the Trust could lose money if the issuer defaults.

Repurchase  Agreements.  The Trust may enter into  repurchase  agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously sells
      it to the vendor for delivery at a future date. Repurchase agreements must
      be fully  collateralized.  However,  if the vendor fails to pay the resale
      price on the delivery  date, the Trust may incur costs in disposing of the
      collateral and may experience  losses if there is any delay in its ability
      to do so. The Trust will not enter into repurchase  transactions that will
      cause more than 10% of the Trust's net assets to be subject to  repurchase
      agreements  having a maturity beyond seven days.  There is no limit on the
      amount  of the  Trust's  net  assets  that may be  subject  to  repurchase
      agreements of 7 days or less.

Illiquid and Restricted  Securities.  Investments  may be illiquid  because they
      have no active  trading  market,  making  it  difficult  to value  them or
      dispose of them promptly at an acceptable price. A restricted  security is
      one that  has a  contractual  limit on  resale  or  which  cannot  be sold
      publicly until it is registered  under federal  securities laws. The Trust
      will not invest more than 10% of its net assets in illiquid or  restricted
      securities.  That limit does not apply to  certain  restricted  securities
      that are eligible for resale to qualified  institutional  purchasers.  The
      Trust may  invest up to 25% of its net  assets in  restricted  securities,
      subject to the 10% limit on illiquid securities and restricted  securities
      other than those sold to qualified institutional  purchasers.  The Manager
      monitors holdings of illiquid  securities on an ongoing basis to determine
      whether to sell any holdings to maintain adequate liquidity. Difficulty in
      selling a security may result in a loss to the Trust or additional costs.

I N V E S T I N G  I N  T H E  T R U S T S

The information  below applies to Centennial Money Market Trust,  Centennial Tax
Exempt Trust and Centennial  Government  Trust. Each is referred to as a "Trust"
and  they  are  collectively  referred  to as  the  "Trusts".  Unless  otherwise
indicated, this information applies to each Trust.

How the Trusts are Managed

THE  MANAGER.   The  Manager,   Centennial  Asset  Management   Corporation,   a
wholly-owned subsidiary of OppenheimerFunds, Inc., is the investment advisor for
the Trusts. The Manager chooses each of the Trust's  investments and handles its
day-to-day business.  The Manager carries out its duties subject to the policies
established  by the Trust's  Board of  Trustees,  under an  investment  advisory
agreement  with each  Trust  that  states the  Manager's  responsibilities.  The
agreement sets the fees the Trust pays to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.

      The Manager has been an investment advisor since 1978. The Manager and its
affiliates  managed  investment  companies  and  other  assets of more than $130
billion as of September 30, 2000, and more than 5 million shareholder  accounts.
The Manager is located at 6803 South Tucson Way, Englewood, Colorado 80112.

Portfolio Managers.  The portfolio managers of the Trusts are the persons
      principally responsible for the day-to-day management of the Trust's
      portfolios.  The portfolio manager of Centennial Money Market Trust and
      Centennial Government Trust is Carol E. Wolf.  Ms. Wolf was
      co-portfolio manager of the Trusts from June 1990 until April 2000,
      when she became the sole portfolio manager.  She is a Senior Vice
      President of OppenheimerFunds, Inc. and of the Trusts and an officer
      and portfolio manager of other funds for which the Manager or an
      affiliate serves as investment advisor.  The portfolio manager of
      Centennial Tax Exempt Trust is Michael Carbuto (since October 1987).
      Mr. Carbuto is a Vice President of OppenheimerFunds, Inc. and is an
      officer and portfolio manager of other funds for which the Manager
      serves as investment advisor.

Advisory Fees.  Under  each  investment  advisory  agreement,  a Trust  pays the
      Manager an  advisory  fee at an annual rate that  declines  on  additional
      assets as the Trust grows.  That fee is computed on the average annual net
      assets of the respective Trust as of the close of each business day.

o     Centennial Money Market Trust.  The annual management fee rates are:
      0.500% of the first $250 million of the Trust's net assets; 0.475% of
      the next $250 million; 0.450% of the next $250 million; 0.425% of the
      next $250 million; 0.400% of the next $250 million; 0.375% of the next
      $250 million; 0.350% of the next $500 million; and 0.325% of net assets
      in excess of $2 billion.  In the agreement, the Manager guarantees that
      the Trust's total expenses in any fiscal year, exclusive of taxes,
      interest and brokerage commissions, and extraordinary expenses such as
      litigation costs, shall not exceed the lesser of (1) 1.5% of the
      average annual net assets of the Trust up to $30 million and 1% of its
      average annual net assets in excess of $30 million; or (2) 25% of the
      total annual investment income of the Trust. Centennial Money Market
      Trust's management fee for its fiscal year ended June 30, 2000 was
      0.34% of the Trust's average annual net assets.

o     Centennial Government Trust.  The annual management fee rates are:
      0.500% of the first $250 million of the Trust's net assets; 0.475% of
      the next $250 million; 0.450% of the next $250 million; 0.425% of the
      next $250 million; 0.400% of the next $250 million; 0.375% of the next
      $250 million and 0.350% of net assets in excess of $1.5 billion. The
      Manager has made the same guarantee to Centennial Government Trust
      regarding expenses as described above for Centennial Money Market
      Trust. The Trust's management fee for its fiscal year ended June 30,
      2000 was 0.45% of the Trust's average annual net assets.

o     Centennial Tax Exempt Trust.  The annual management fee rates
      applicable to the Trust are as follows: 0.500% of the first $250
      million of the Trust's net assets; 0.475% of the next $250 million;
      0.450% of the next $250 million; 0.425% of the next $250 million;
      0.400% of the next $250 million; 0.375% of the next $250 million;
      0.350% of the next $500 million; and 0.325% of net assets in excess of
      $2 billion. Under the agreement, when the value of the 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.  However, the annual fee cannot
      be less than $0.  The Trust's management fee for its fiscal year ended
      June 30, 2000 was 0.43% of the Trust's average annual net assets.


How to Buy Shares

HOW ARE SHARE PRICES DETERMINED? Shares of each Trust are sold at their offering
price,  which is the net asset value per share without any sales charge. The net
asset value per share will  normally  remain fixed at $1.00 per share.  However,
there is no  guarantee  that a Trust will be able to maintain a stable net asset
value of $1.00 per share.

      The offering  price that applies to a purchase  order is based on the next
calculation   of  the  net  asset  value  per  share  that  is  made  after  the
Sub-Distributor (OppenheimerFunds Distributor, Inc.) receives the purchase order
at its offices in Colorado,  or after any agent appointed by the Sub-Distributor
receives the order and sends it to the Sub-Distributor as described below.

How   is a Trust's Net Asset Value Determined?  The net asset value of shares of
      each Trust is  determined  twice each day, at 12:00 Noon and at 4:00 P.M.,
      on each day The New York Stock  Exchange is open for trading  (referred to
      in this Prospectus as a "regular business day"). All references to time in
      this Prospectus mean "New York time."

      The net asset value per share is  determined  by  dividing  the value of a
Trust's net assets by the number of shares that are outstanding.  Under a policy
adopted by the Board of Trustees of the  Trusts,  each Trust uses the  amortized
cost method to value its securities to determine net asset value.

      The shares of each Trust offered by this  Prospectus  are considered to be
Class A shares for the purposes of exchanging them or reinvesting  distributions
among other eligible funds that offer more than one class of shares.

IS THERE A MINIMUM INVESTMENT?  Minimum initial investments  described below and
depend  on how  you  buy  and pay for  your  shares.  You  can  make  additional
investments  at  any  time  with  as  little  as  $25.  The  minimum  investment
requirements do not apply to reinvesting  distributions  from the Trust or other
eligible  funds  (a  list  of  them  appears  in  the  Statement  of  Additional
Information,  or you  can ask  your  dealer  or  call  the  Transfer  Agent)  or
reinvesting   distributions   from  unit   investment   trusts  that  have  made
arrangements with the Distributor.

HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:

BuyingShares Through a Dealer's Automatic Purchase and Redemption  Program.  You
      can buy  shares  of a  Trust  through  a  broker-dealer  that  has a sales
      agreement  with the Trust's  Distributor  or  Sub-Distributor  that allows
      shares  to be  purchased  through  the  dealer's  Automatic  Purchase  and
      Redemption  Program.  Shares of each Trust are sold mainly to customers of
      participating  dealers that offer the Trusts'  shares under these  special
      purchase  programs.  If  you  participate  in an  Automatic  Purchase  and
      Redemption Program  established by your dealer, your dealer buys shares of
      the Trust for your account with the dealer.  Program  participants  should
      also read the description of the program provided by their dealer.

BuyingShares  Through Your  Dealer.  If you do not  participate  in an Automatic
      Purchase and Redemption Program, you can buy shares of a Trust through any
      broker/dealer  that has a sales agreement with the  Sub-Distributor.  Your
      dealer will place your order with the Sub-Distributor on your behalf.

BuyingShares Directly Through the Sub-Distributor.  You can also purchase shares
      directly  through the  Sub-Distributor.  Shareholders  who make  purchases
      directly  and hold  shares in their own names are  referred  to as "direct
      shareholders" in this Prospectus.

      The  Sub-Distributor  may appoint servicing agents to accept purchase (and
redemption) orders,  including  broker/dealers  that have established  Automatic
Purchase and Redemption Programs.  The Sub-Distributor,  in its sole discretion,
may reject any purchase order for shares of a Trust.

AUTOMATIC PURCHASE AND REDEMPTION  PROGRAM. If you buy shares of a Trust through
your   broker/dealer's   Automatic   Purchase  and  Redemption   Program,   your
broker/dealer  will buy your shares for your Program  Account and will hold your
shares in your  broker/dealer's  name.  These  purchases  will be made under the
procedures  described in "Guaranteed  Payment  Procedures" below. Your Automatic
Purchase and Redemption Program Account may have minimum investment requirements
established by your  broker/dealer.  You should direct all questions  about your
Automatic  Purchase and Redemption  Program to your  broker/dealer,  because the
Trusts'  transfer agent does not have access to  information  about your account
under that Program.

Guaranteed Payment  Procedures.  Some  broker/dealers may have arrangements with
      the  Sub-Distributor to enable them to place purchase orders for shares of
      a Trust and to  guarantee  that the Trust's  custodian  bank will  receive
      Federal   Funds  to  pay  for  the  shares  prior  to   specified   times.
      Broker/dealers   whose  clients  participate  in  Automatic  Purchase  and
      Redemption Programs may use these guaranteed payment procedures to pay for
      purchases of shares of a Trust.

o     If the  Distributor  receives  a  purchase  order  before  12:00 Noon on a
      regular business day with the  broker/dealer's  guarantee that the Trust's
      custodian  bank will receive  payment for those shares in Federal Funds by
      2:00 P.M.  on that same day,  the order will be  effected at the net asset
      value  determined  at 12:00  Noon that day.  Distributions  will  begin to
      accrue on the shares on that day if the Federal  Funds are received by the
      required time.

o     If the Distributor receives a purchase order after 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trust's custodian
      bank will receive  payment for those shares in Federal  Funds by 2:00 P.M.
      on that  same day,  the  order  will be  effected  at the net asset  value
      determined  at 4:00 P.M. that day.  Distributions  will begin to accrue on
      the shares on that day if the Federal  Funds are  received by the required
      time.

o     If the Distributor receives a purchase order between 12:00 Noon and
      4:00 P.M. on a regular business day with the broker/dealer's guarantee
      that the Trust's custodian bank will receive payment for those shares
      in Federal Funds by 4:00 P.M. the next regular business day, the order
      will be effected at the net asset value determined at 4:00 P.M. on the
      day the order is received and distributions will begin to accrue on the
      shares purchased on the next regular business day if the Federal Funds
      are received by the required time.

HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares of a
Trust by completing a Centennial  Funds New Account  Application  (enclosed with
this  Prospectus)  and  sending  it  to  the  Sub-Distributor,  OppenheimerFunds
Distributor,  Inc., P.O. Box 5143, Denver,  Colorado 80217. Payment must be made
by check or by Federal Funds wire as described below. If you don't list a dealer
on the application,  OppenheimerFunds  Distributor,  Inc., the  Sub-Distributor,
will act as your agent in buying the  shares.  However,  we  recommend  that you
discuss your investment  with a financial  advisor before you make a purchase to
be sure that the Trust is appropriate for you.

      Each Trust  intends to be as fully  invested as  possible to maximize  its
yield.   Therefore,   newly-purchased  shares  normally  will  begin  to  accrue
distributions  after the  Sub-Distributor  or its agent  accepts  your  purchase
order,  starting on the business day after the Trust receives Federal Funds from
the purchase payment.

Payment by Check. Direct shareholders may pay for purchases of shares of a Trust
      by check.  Send your  check,  payable  to  "OppenheimerFunds  Distributor,
      Inc.,"  along with your  Application  to the  address  listed  above.  For
      initial purchases,  your check should be payable in U.S. dollars and drawn
      on a U.S.  bank so that  distributions  will  begin to  accrue on the next
      regular business day after the Distributor accepts your purchase order. If
      your check is not drawn on a U.S. bank and is not payable in U.S. dollars,
      the shares will not be purchased  until the Distributor is able to convert
      the purchase  payment to Federal Funds.  In that case  distributions  will
      begin to accrue on the purchased  shares on the next regular  business day
      after the  purchase is made.  The minimum  initial  investment  for direct
      shareholders by check is $500.

Payment by Federal  Funds Wire.  Direct  shareholders  may pay for  purchases of
      shares  of a Trust by  Federal  Funds  wire.  You must also  forward  your
      Application to the Sub-Distributor's  address listed above. Before sending
      a wire,  call the  Sub-Distributor's  Wire  Department  at  1.800.525.9310
      (toll-free from within the U.S.) or  303.768.3200  (from outside the U.S.)
      to  notify  the  Sub-Distributor  of  the  wire,  and to  receive  further
      instructions.

      Distributions will begin to accrue on the purchased shares on the purchase
date that is a regular  business day if the Federal Funds from your wire and the
Application are received by the  Sub-Distributor  and accepted by 12:00 Noon. If
the  Distributor  receives  the  Federal  Funds from your wire and  accepts  the
purchase  order  between  12:00  Noon  and  4:00  P.M.  on  the  purchase  date,
distributions  will begin to accrue on the shares on the next  regular  business
day. The minimum investment by Federal Funds Wire is $2,500.

Buying Shares Through Automatic Investment Plans.  Direct shareholders can
      purchase shares of a Trust automatically each month by authorizing the
      Trust's Transfer Agent to debit your account at a U.S. domestic bank or
      other financial institution.  Details are in the Automatic Investment
      Plan Application and the Statement of Additional Information. The
      minimum monthly purchase is $25.

Service (12b-1) Plans.  Each Trust has adopted a service plan. It reimburses the
      Distributor  for a portion of its costs incurred for services  provided to
      accounts that hold shares of the Trust. Reimbursement is made quarterly at
      an annual  rate of up to 0.20% of the  average  annual  net  assets of the
      Trust.  The  Distributor  currently  uses all of those fees (together with
      significant  amounts from the  Manager's  own  resources)  to pay dealers,
      brokers,  banks and other financial  institutions  quarterly for providing
      personal services and maintenance of accounts of their customers that hold
      shares of the Trust.

Retirement Plans. Direct shareholders may buy shares of a Trust for a retirement
      plan account. If you participate in a plan sponsored by your employer, the
      plan trustee or  administrator  must buy the shares for your plan account.
      The  Sub-Distributor  also offers a number of different  retirement  plans
      that individuals and employers can use:
o     Individual Retirement Accounts (IRAs).  These include regular IRAs,
      Roth IRAs, rollover IRAs and Education IRAs.
o     SEP-IRAs.  These  are  Simplified  Employee  Pensions  Plan IRAs for small
      business owners or self-employed individuals.
o     403(b)(7) Custodial Plans.  These are tax deferred plans for employees
      of eligible tax-exempt organizations, such as schools, hospitals and
      charitable organizations.
o     401(k) Plans.  These are special retirement plans for businesses.
o     Pension and Profit-Sharing Plans.  These plans are designed for
      businesses and self-employed individuals.

      Please call the  Sub-Distributor  for  retirement  plan  documents,  which
include applications and important plan information.

How to Sell Shares

You can sell  (redeem)  some or all of your shares on any regular  business day.
Your shares will be sold at the next net asset value calculated after your order
is received in proper form (which means that it must comply with the  procedures
described below) and is accepted by the Transfer Agent.

HOW CAN PROGRAM  PARTICIPANTS  SELL SHARES?  If you  participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program  Account by contacting your  broker/dealer  firm, or
you can  redeem  shares by writing  checks as  described  below.  You should not
contact the Trust or its Transfer  Agent  directly to redeem shares held in your
Program Account.  You may also arrange (but only through your  broker/dealer) to
have the  proceeds  of redeemed  Trust  shares  sent by Federal  Funds wire,  as
described below in "Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem their
shares by writing a letter to the Transfer Agent, Shareholder Services, Inc., by
using checkwriting  privileges,  or by telephone.  You can also set up Automatic
Withdrawal  Plans to redeem  shares on a regular  basis.  If you have  questions
about any of these  procedures,  and especially if you are redeeming shares in a
special  situation,  such as due to the death of the owner or from a  retirement
plan  account,   please  call  the  Transfer  Agent  for  assistance  first,  at
1.800.525.9310.

Certain Requests  Require a  Signature  Guarantee.  To protect you and the Trust
      from fraud,  the  following  redemption  requests  for  accounts of direct
      shareholders  must be in writing and must  include a  signature  guarantee
      (although  there may be other  situations  that also  require a  signature
      guarantee):
   o You wish to redeem  $100,000 or more and  receive a check o The  redemption
   check is not payable to all shareholders listed on the
      account statement
   o  The redemption check is not sent to the address of record on your
      account statement
   o  Shares are being transferred to an account with a different owner or
      name
   o  Shares are being redeemed by someone (such as an Executor)  other than the
      owners listed in the account registration.

Where Can Direct  Shareholders  Have Their Signatures  Guaranteed?  The Transfer
      Agent will accept a guarantee  of your  signature by a number of financial
      institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.

      If you are  signing  on  behalf  of a  corporation,  partnership  or other
business or as a fiduciary, you must also include your title in the signature.

How Can Direct Shareholders Sell Shares by Mail?  Write a letter to the
      Transfer Agent that includes:
   o  Your name
   o  The Trust's name
   o Your account  number (from your account  statement) o The dollar  amount or
   number of shares to be  redeemed o Any  special  payment  instructions  o Any
   share  certificates  for the shares you are selling o The  signatures  of all
   registered owners exactly as listed in the
      account statement, and
   o  Any special  documents  requested by the Transfer  Agent to assure  proper
      authorization  of the person  asking to sell the  shares  (such as Letters
      Testamentary of an Executor).

--------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use the following address for            Send courier or express mail
---------------------------------------- requests to:
requests by mail:                        Shareholder Services, Inc.
Shareholder Services, Inc.               10200 E. Girard Avenue, Building D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5270
--------------------------------------------------------------------------------

How   Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their dealer  representative  of record may sell shares by  telephone.  To
      receive the redemption price  calculated on a particular  regular business
      day, the Transfer Agent or its  designated  agent must receive the request
      by 4:00 P.M.  on that day.  You may not redeem  shares  held under a share
      certificate  or in a retirement  account by  telephone.  To redeem  shares
      through  a  service  representative,  call  1.800.525.9310.  The check for
      proceeds of telephone redemptions will be payable to the shareholder(s) of
      record and will be sent to the  address of record for the  account.  Up to
      $100,000  may be  redeemed by  telephone  in any 7-day  period.  Telephone
      redemptions are not available within 30 days of changing the address on an
      account.

Retirement Plan Accounts.  There are special procedures to sell shares held in a
      retirement  plan  account.  Call the  Transfer  Agent  for a  distribution
      request  form.  Special  income  tax  withholding  requirements  apply  to
      distributions  from retirement  plans.  You must submit a withholding form
      with your  redemption  request to avoid delay in getting your money and if
      you do not want tax withheld.  If your employer holds your retirement plan
      account for you in the name of the plan,  you must ask the plan trustee or
      administrator  to  request  the  sale of the  Trust  shares  in your  plan
      account.

Sending Redemption  Proceeds By Wire.  While the Transfer  Agent  normally sends
      direct  shareholders  their  money by check,  you can  arrange to have the
      proceeds  of the  shares  you sell sent by  Federal  Funds  wire to a bank
      account you  designate.  It must be a commercial  bank that is a member of
      the Federal Reserve wire system.  The minimum redemption you can have sent
      by wire is $2,500.  There is a $10 fee for each  wire.  To find out how to
      set  up  this  feature  on  an  account  or  to  arrange  a  wire,  direct
      shareholders should call the Transfer Agent at 1.800.525.9310. If you hold
      your shares  through  your  dealer's  Automatic  Purchase  and  Redemption
      Program, you must contact your dealer to arrange a Federal Funds wire.

Can   Direct  Shareholders  Submit Requests by Fax? Direct shareholders may send
      requests for certain types of account  transactions  to the Transfer Agent
      by fax  (telecopier).  Please call  1.800.525.9310  for information  about
      which transactions may be handled this way. Transaction requests submitted
      by fax are  subject to the same  rules and  restrictions  as  written  and
      telephone requests described in this Prospectus.

HOW DO I WRITE CHECKS  AGAINST MY ACCOUNT?  Automatic  Purchase  and  Redemption
Program  participants  may write  checks  against  an account  held under  their
Program,  but must arrange for  checkwriting  privileges  through their dealers.
Direct  shareholders  may write checks against their account by requesting  that
privilege on the account  Application  or by contacting  the Transfer  Agent for
signature cards. They must be signed (with a signature  guarantee) by all owners
of the account and returned to the Transfer  Agent so that checks can be sent to
you to use. Shareholders with joint accounts can elect in writing to have checks
paid over the  signature of one owner.  If  checkwriting  is  established  after
November 1, 2000,  only one  signature is required for  shareholders  with joint
accounts, unless you elect otherwise.

   o  Checks can be written to the order of  whomever  you wish,  but may not be
      cashed at the bank the checks are payable through or the Trust's custodian
      bank.
   o  Checkwriting privileges are not available for accounts holding shares that
      are subject to a contingent deferred sales charge.
   o Checks must be written for at least $250.
   o  Checks  cannot be paid if they are  written  for more  than  your  account
      value.
   o  You may not write a check that would require the redemption of shares that
      were purchased by check or Automatic  Investment  Plan payments within the
      prior 10 days.
   o  Don't use your  checks  if you  changed  your  account  number,  until you
      receive new checks.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trust does not charge a
fee to redeem shares of a Trust that were bought directly or by reinvesting
distributions from that Trust or another Centennial Trust or eligible fund.
Generally, there is no fee to redeem shares of a Trust bought by exchange of
shares of another Centennial Trust or eligible fund.  However,

o     if you acquired shares of a Trust by exchanging  Class A shares of another
      eligible fund that you bought  subject to the Class A contingent  deferred
      sales charge, and
o     those shares are still  subject to the Class A contingent  deferred  sales
      charge when you exchange them into the Trust, then
o     you will pay the  contingent  deferred  sales  charge if you redeem  those
      shares from the Trust within 18 months of the purchase  date of the shares
      of the fund you exchanged.

How to Exchange Shares

Shares of a Trust can be exchanged for shares of certain other Centennial Trusts
or other eligible  funds,  depending on whether you own your shares through your
dealer's Automatic Purchase and Redemption Program or as a direct shareholder.

HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES? If you participate in an Automatic
Purchase  and  Redemption  Program  sponsored  by  your  broker/dealer,  you may
exchange  shares held in your  Program  Account 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
(referred to in this  Prospectus as the "Centennial  Trusts"),  if available for
sale in your state of residence,  by contacting your broker/dealer and obtaining
a Prospectus of the selected Centennial Trust.

HOW CAN DIRECT  SHAREHOLDERS  EXCHANGE SHARES?  Direct shareholders can exchange
shares of a Trust for Class A shares of  certain  eligible  funds  listed in the
Statement of Additional  Information.  To exchange shares, you must meet several
conditions:

   o  Shares of the fund  selected  for exchange  must be available  for sale in
      your state of residence.
   o  The  prospectuses  of the Trust and the fund whose  shares you want to buy
      must offer the exchange privilege.
   o  You must hold the shares you buy when you  establish  your  account for at
      least 7 days  before you can  exchange  them.  After the account is open 7
      days, you can exchange shares every regular business day.
   o  You must meet the minimum purchase  requirements for the fund whose shares
      you purchase by exchange.
   o Before exchanging into a fund, you must obtain and read its prospectus.

      Shares of a particular class of an eligible fund may be exchanged only for
shares of the same class in other eligible funds. For example,  you can exchange
shares of a Trust only for Class A shares of another fund,  and you can exchange
only Class A shares of another eligible fund for shares of a Trust.

      You may pay a sales  charge when you exchange  shares of a Trust.  Because
shares of the Trusts are sold without sales charge,  in some cases you may pay a
sales  charge when you exchange  shares of a Trust for shares of other  eligible
funds that are sold subject to a sales  charge.  You will not pay a sales charge
when you exchange shares of a Trust purchased by reinvesting  distributions from
that Trust or other eligible funds (except  Oppenheimer Cash Reserves),  or when
you  exchange  shares of a Trust  purchased by exchange of shares of an eligible
fund on which you paid a sales charge.

      For tax purposes,  exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result in
a capital gain or loss.  Since shares of a Trust  normally  maintain a $1.00 net
asset  value,  in most cases you should not realize a capital  gain or loss when
you sell or exchange your shares.

      Direct  shareholders can find a list of eligible funds currently available
for exchanges in the Statement of Additional  Information  or you can obtain one
by calling a service  representative  at  1.800.525.9310.  The list of  eligible
funds can change from time to time.

How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:

   o  Written Exchange Requests.  Complete an Exchange Authorization Form,
      signed by all owners of the account.  Send it to the Transfer Agent at
      the address on the back cover.

   o  Telephone  Exchange  Requests.  Telephone exchange requests may be made by
      calling a service  representative at 1.800.525.9310.  Telephone  exchanges
      may be made  only  between  accounts  that  are  registered  with the same
      name(s) and address.  Shares held under  certificates may not be exchanged
      by telephone.

ARE THERE LIMITATIONS ON EXCHANGES?  There are certain exchange policies you
should be aware of:

   o  Shares are normally  redeemed from one fund and  purchased  from the other
      fund in the exchange transaction on the same regular business day on which
      the  Transfer  Agent  receives an exchange  request  that  conforms to the
      policies described above.  Requests for exchanges to any of the Centennial
      Trusts must be received  by the  Transfer  Agent by 4:00 P.M. on a regular
      business  day to be effected  that day.  The  Transfer  Agent must receive
      requests to exchange  shares of a Trust to funds other than the Centennial
      Trusts  on a  regular  business  day by the  close of The New  York  Stock
      Exchange  that day. The close is normally  4:00 P.M. but may be earlier on
      some days.

   o  Either  fund  may  delay  the  purchase  of  shares  of the  fund  you are
      exchanging   into  up  to  seven  days  if  it   determines  it  would  be
      disadvantaged  by a same-day  exchange.  For  example,  the receipt of the
      multiple  exchange  requests from a "market timer" might require a fund to
      sell securities at a disadvantageous time and/or price.

   o  Because excessive trading can hurt fund performance and harm shareholders,
      the Trusts  reserve the right to refuse any exchange  request that may, in
      the  opinion of the  Trusts,  be  disadvantageous,  or to refuse  multiple
      exchange requests submitted by a shareholder or dealer.

   o  The Trusts may amend,  suspend or terminate the exchange  privilege at any
      time. The Trusts will provide you notice  whenever they are required to do
      so by  applicable  law, but they may impose these  changes at any time for
      emergency purposes.

   o  If the Transfer Agent cannot  exchange all the shares you request  because
      of a restriction  cited above,  only the shares eligible for exchange will
      be exchanged.

Shareholder Account Rules and Policies

More information  about the Trusts' policies and procedures for buying,  selling
and exchanging shares is contained in the Statement of Additional Information.

The   offering of shares of a Trust may be suspended  during any period in which
      the  Trust's  determination  of net  asset  value  is  suspended,  and the
      offering may be suspended by the Board of Trustees at any time it believes
      it is in a Trust's best interest to do so.

Telephone transaction privileges for purchases,  redemptions or exchanges may be
      modified,  suspended or  terminated  by a Trust at any time. If an account
      has more than one owner,  a Trust and the  Transfer  Agent may rely on the
      instructions of any one owner. Telephone privileges apply to each owner of
      the account and the dealer representative of record for the account unless
      the Transfer Agent receives cancellation instructions from an owner of the
      account.

The   Transfer Agent will record any telephone  calls to verify data  concerning
      transactions.  It has adopted other  procedures to confirm that  telephone
      instructions   are   genuine,   by   requiring   callers  to  provide  tax
      identification  numbers  and other  account  data and by  confirming  such
      transactions  in writing.  The  Transfer  Agent and the Trusts will not be
      liable  for  losses or  expenses  arising  out of  telephone  instructions
      reasonably believed to be genuine.

Redemption or transfer  requests  will not be honored  until the Transfer  Agent
      receives all required  documents  in proper form.  From time to time,  the
      Transfer Agent in its discretion may waive certain of the requirements for
      redemptions stated in this Prospectus.

Payment for redeemed shares ordinarily is made in cash. It is forwarded by check
      or by Federal Funds wire (as elected by the shareholder) within seven days
      after the Transfer Agent receives redemption  instructions in proper form.
      However,  under unusual  circumstances  determined by the  Securities  and
      Exchange  Commission,  payment may be delayed or  suspended.  For accounts
      registered  in the  name of a  broker/dealer,  payment  will  normally  be
      forwarded within three business days after redemption.

The   Transfer  Agent may  delay  forwarding  a check or  making a  payment  via
      Federal Funds wire for the redemption of recently  purchased  shares,  but
      only until the purchase payment has cleared.  That delay may be as much as
      10 days from the date the shares were purchased. That delay may be avoided
      if you  purchase  shares by Federal  Funds  wire or  certified  check,  or
      arrange with your bank to provide  telephone  or written  assurance to the
      Transfer Agent that your purchase payment has cleared.

Involuntary  redemptions  of small accounts may be made by Centennial Tax Exempt
      Trust if the account  value has fallen  below $500 for reasons  other than
      the fact  that the  market  value of shares  has  dropped.  In some  cases
      involuntary   redemptions   may  be  made  to  repay  the  Distributor  or
      Sub-Distributor for losses from the cancellation of share purchase orders.

"Backup  Withholding"  of  federal  income tax may be  applied  against  taxable
      dividends,  distributions and redemption proceeds (including exchanges) if
      you fail to furnish the Trust your correct,  certified  Social Security or
      Employer  Identification Number when you sign your application,  or if you
      under-report your income to the Internal Revenue Service.

To    avoid sending duplicate copies of materials to households,  the Trust will
      mail only one copy of each  prospectus,  annual and semi-annual  report to
      shareholders having the same last name and address on the Trust's records.
      The  consolidation of these mailings,  called  householding,  benefits the
      Trust through reduced mailing expense.

      If you want to receive  multiple copies of these  materials,  you may call
      the  Transfer  Agent at  1.800.525.9310.  You may also notify the Transfer
      Agent in writing.  Individual  copies of prospectuses  and reports will be
      sent to you within 30 days after the Transfer  Agent receives your request
      to stop householding.

Dividends and Tax Information

DIVIDENDS.  Each Trust intends to declare  dividends from net investment  income
each regular business day and to pay those dividends to shareholders  monthly on
a date selected by the Board of Trustees. To maintain a net asset value of $1.00
per share, a Trust might withhold  dividends or make  distributions from capital
or  capital  gains.  Daily  dividends  will  not be  declared  or paid on  newly
purchased  shares until Federal Funds are available to a Trust from the purchase
payment for such shares.

CAPITAL  GAINS.  Each  Trust  normally  holds its  securities  to  maturity  and
therefore  will not usually pay capital  gains.  Although the Trusts do not seek
capital gains, a Trust could realize  capital gains on the sale of its portfolio
securities.  If it does, it may make  distributions out of any net short-term or
long-term  capital gains in December of each year. A Trust may make supplemental
distributions  of dividends  and capital  gains  following the end of its fiscal
year.

What  Choices Do I Have for Receiving Distributions?  For Automatic Purchase and
      Redemption   Programs,   dividends  and  distributions  are  automatically
      reinvested  in  additional  shares  of  the  selected  Trust.  For  direct
      shareholders,  when you open your  account,  you  should  specify  on your
      application how you want to receive your dividends and distributions.  You
      have four options:

o     Reinvest All  Distributions  in the Trust.  You can elect to reinvest some
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains distributions) in the selected Trust.
o     Reinvest  Capital Gains Only. You can elect to reinvest some capital gains
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains  distributions)  in the selected Trust while receiving  dividends by
      check or having them sent to your bank account.
o     Receive All  Distributions in Cash. You can elect to receive a (dividends,
      short-term capital gains or long-term capital gains  distributions)  check
      for all distributions or have them sent to your bank.
o     Reinvest  Your  Distributions  in Another  Account.  You can  reinvest all
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains  distributions) in the same class of shares of another eligible fund
      account you have established.

Under  the  terms  of  Automatic   Purchase  and   Redemption   Programs,   your
broker/dealer  can  redeem  shares to  satisfy  debit  balances  arising in your
Program  Account.  If that  occurs,  you will be entitled to  dividends on those
shares as described in your Program Agreements.

TAXES.

Centennial Money Market Trust and Centennial  Government  Trust.  If your shares
      are not held in a tax-deferred  retirement account, you should be aware of
      the following  tax  implications  of investing in Centennial  Money Market
      Trust and Centennial Government Trust.  Dividends paid from net investment
      income  and  short-term  capital  gains are  taxable as  ordinary  income.
      Long-term  capital  gains are  taxable  as  long-term  capital  gains when
      distributed  to  shareholders.  It does not  matter how long you have held
      your shares.  Whether you reinvest your distributions in additional shares
      or take them in cash, the tax treatment is the same.

      Every year the Trust  will send you and the IRS a  statement  showing  the
amount of each  taxable  distribution  you received in the  previous  year.  Any
long-term capital gains  distributions will be separately  identified in the tax
information the Trust sends you after the end of the calendar year.

Centennial Tax Exempt Trust.  Exempt interest dividends paid from net investment
      income earned by the Trust on municipal securities will be excludable from
      gross income for federal income tax purposes. A portion of a dividend that
      is derived from interest paid on certain  "private  activity bonds" may be
      an item of tax  preference if you are subject to the  alternative  minimum
      tax. If the Trust earns  interest on taxable  investments,  any  dividends
      derived  from  those  earnings  will be  taxable  as  ordinary  income  to
      shareholders.

      Dividends and capital gains distributions may be subject to state or local
taxes.  Long-term  capital  gains are taxable as  long-term  capital  gains when
distributed  to  shareholders.  It does not  matter  how long you have held your
shares.  Dividends  paid from  short-term  capital gains and non-tax  exempt net
investment  income are taxable as ordinary  income.  Whether you  reinvest  your
distributions  in additional  shares or take them in cash,  the tax treatment is
the same. Every year the Trust will send you and the IRS a statement showing the
amount of any taxable  distribution you received in the previous year as well as
the amount of your tax-exempt income.

Remember,  There  May be Taxes on  Transactions.  Because  each  Trust  seeks to
      maintain a stable $1.00 per share net asset value, it is unlikely that you
      will have a capital gain or loss when you sell or exchange your shares.  A
      capital gain or loss is the difference  between the price you paid for the
      shares and the price you received when you sold them.  Any capital gain is
      subject to capital gains tax.

Returns of Capital Can Occur.  In certain cases,  distributions  made by a Trust
      may be considered a non-taxable return of capital to shareholders. If that
      occurs, it will be identified in notices to shareholders.

      This  information  is  only  a  summary  of  certain  federal  income  tax
information  about your  investment.  You should  consult  with your tax adviser
about the effect of an investment in a Trust on your particular tax situation.


<PAGE>


Financial Highlights

The  Financial  Highlights  Tables are  presented  to help you  understand  each
Trust's  financial   performance  for  the  past  five  fiscal  years.   Certain
information  reflects  financial  results for a single  Trust  share.  The total
returns in the tables  represent the rate that an investor would have earned (or
lost) on an investment in the Trusts (assuming reinvestment of all dividends and
distributions).  This  information for the past five fiscal years ended June 30,
2000,  has been  audited  by  Deloitte & Touche  LLP,  the  Trusts'  independent
auditors,  whose  report,  along  with the  Trusts'  financial  statements,  are
included in the  Statements  of Additional  Information,  which are available on
request.



<PAGE>





INFORMATION AND SERVICES

For More Information on Centennial Money Market Trust:

The following additional information about the Trust is available without charge
upon request:

STATEMENT  OF  ADDITIONAL   INFORMATION   This  document   includes   additional
information about the Trust's investment policies,  risks, and operations. It is
incorporated by reference into this  Prospectus  (which means it is legally part
of this Prospectus).

ANNUAL  AND  SEMI-ANNUAL  REPORTS  Additional   information  about  the  Trust's
investments  and  performance is available in the Trust's Annual and Semi-Annual
Reports to  shareholders.  The Annual  Report  includes a  discussion  of market
conditions and investment  strategies  that  significantly  affected the Trust's
performance during its last fiscal year.

How to Get More Information:

You can  request  the  Statement  of  Additional  Information,  the  Annual  and
Semi-Annual Reports, and other information about the Trusts or your account:

--------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217
--------------------------------------------------------------------------------

You can also obtain copies of the Statement of Additional  Information and other
Trust  documents  and reports by visiting  the SEC's  Public  Reference  Room in
Washington,  D.C.  (Phone  1.202.942.8090)  or the EDGAR  database  on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment of
a  duplicating  fee  by  electronic  request  at  the  SEC's  e-mail  address  :
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Trust or to make
any  representations  about  the Trust  other  than  what is  contained  in this
Prospectus.  This Prospectus is not an offer to sell shares of the Trust,  nor a
solicitation  of an offer to buy shares of the Trust, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.

                                             The Trust's shares are
distributed by:
SEC File No. 811-3391                        Centennial Asset Management
Corporation
PR0170.001.1100
Printed on recycled paper


<PAGE>


APPENDIX TO THE PROSPECTUS OF
CENTENNIAL GOVERNMENT TRUST

      Graphic  material  included in Prospectus of Centennial  Government  Trust
(the "Trust") under the heading: "Annual Total Returns (as of 12/31 each year)."

      Bar chart will be included in the  Prospectus  of the Trust  depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
full calendar year since the Trust's inception as a money market fund. Set forth
below are the relevant data points that will appear on the bar chart.

--------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/90                         7.70%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/91                         5.85%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/92                         3.46%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/93                         2.67%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/94                         3.71%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         5.26%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         4.72%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         4.86%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         4.84%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         4.43%
--------------------------------------------------------------------



<PAGE>


Centennial Tax Exempt Trust

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




Prospectus dated November 1,  2000       Centennial Tax Exempt Trust is a money
                                         market mutual fund.  It seeks the
                                         maximum short-term interest income
                                         exempt from federal income taxes that
                                         is consistent with low capital risk
                                         and the maintenance of liquidity. The
                                         Trust invests in short-term, high
                                         quality "money market" securities.

                                         This  Prospectus   contains   important
                                         information     about    the    Trust's
                                         objective,   its  investment  policies,
                                         strategies and risks.  It also contains
                                         important  information about how to buy
                                         and sell shares of the
As with all mutual funds, the Trust and other account  features.  Securities and
Exchange  Commission has Please read this  Prospectus  carefully not approved or
disapproved  the Trust's before you invest and keep it for securities nor has it
determined that future reference about your account. this Prospectus is accurate
or complete. It is a criminal offense to represent otherwise.

--------------------------------------------------------------------------------
<PAGE>


CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T

                  This section applies to the prospectuses of Centennial Money
                  Market Trust, Centennial Tax Exempt Trust and Centennial
                  Government Trust

                  How the Trusts are Managed

                  How to Buy Shares

                  Automatic Purchase and Redemption Programs
                  Direct Shareholders


                  How to Sell Shares

                  Automatic Purchase and Redemption Programs
                  Direct Shareholders


                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends and Tax Information

                  Financial Highlights



<PAGE>


A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE? The Trust seeks the maximum short-term
interest  income exempt from federal  income taxes that is  consistent  with low
capital risk and the maintenance of liquidity.


WHAT DOES THE TRUST  MAINLY  INVEST IN?  The Trust is a money  market  fund.  It
invests in a variety of  high-quality  money market  instruments to seek income.
Money  market   instruments  are  short-term,   U.S.   dollar-denominated   debt
instruments issued by the U.S. government, domestic and foreign corporations and
financial  institutions  and other  entities.  They include,  for example,  bank
obligations,  repurchase  agreements,  commercial  paper,  other  corporate debt
obligations and government debt  obligations.  To be considered  "high-quality,"
generally they must be rated in one of the two highest credit-quality categories
for short-term  securities by nationally recognized rating services. If unrated,
a  security  must be  determined  by the  Trust's  investment  manager  to be of
comparable quality to rated securities.

      The Trust normally invests 100% of its assets in municipal securities.  It
will not make any  investment  that will reduce the portion of its total  assets
that are invested in municipal  securities  to less than 80%. The balance of the
Trust's  assets may be  invested  in  investments  the income  from which may be
taxable.  The Trust will not invest more than 20% of its net assets in municipal
securities the income on which may be a tax preference  item that would increase
an individual investor's alternative minimum tax.

WHO IS THE TRUST  DESIGNED  FOR?  The Trust is designed  for  investors  who are
seeking income at current money market rates while preserving the value of their
investment,  because the Trust  tries to keep its share  price  stable at $1.00.
Income on  short-term  securities  tends to be lower than  income on longer term
debt  securities,  so the  Trust's  yield will likely be lower than the yield on
longer-term  fixed  income  funds.  The Trust does not invest for the purpose of
seeking capital appreciation or gains and is not a complete investment program.


Main Risks of Investing in the Trust

All  investments  carry  risks  to  some  degree.  Funds  that  invest  in  debt
obligations  for income may be subject to credit risks and interest  rate risks.
However,  the Trust's investments must meet strict standards set by its Board of
Trustees following special rules for money market funds under federal law. Those
standards  include  requirements  for  maintaining  high  credit  quality in the
Trust's  portfolio,  a short average portfolio maturity to reduce the effects of
changes  in  interest  rates  on  the  value  of  the  Trust's   securities  and
diversifying  the Trust's  investments  among issuers to reduce the effects of a
default by any one issuer on the Trust's overall  portfolio and the value of the
Trust's shares.


      Even so, there are risks that any of the Trust's  holdings  could have its
credit rating  downgraded,  or the issuer could default,  or that interest rates
could rise sharply,  causing the value of the Trust's  securities (and its share
price) to fall. As a result,  there is a risk that the Trust's shares could fall
below  $1.00 per share.  If there is a high  redemption  demand for the  Trust's
shares  that was not  anticipated,  portfolio  securities  might have to be sold
prior to their  maturity  at a loss.  Also,  there is the risk that the value of
your investment could be eroded over time by the effects of inflation,  and that
poor security  selection could cause the Trust to underperform  other funds with
similar objectives.

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

An investment  in the Trust is not insured or guaranteed by the Federal  Deposit
Insurance  Corporation or any other government agency.  Although the Trust seeks
to preserve the value of your  investment at $1.00 per share,  it is possible to
lose money by investing in the Trust.
--------------------------------------------------------------------------------

The Trust's Past Performance

The bar chart and table below show how the  Trust's  returns may vary over time,
by showing changes in the Trust's performance from year to year for the last ten
calendar  years and  average  annual  total  returns for the 1-, 5- and 10- year
periods.  Variability  of returns is one measure of the risks of  investing in a
money market fund. The Trust's past investment  performance does not predict how
the Trust will perform in the future.

Annual Total Returns (% as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]


For the period from 1/1/00  through  9/30/00 the  cumulative  total  return (not
annualized)  was 2.49%.  During the period  shown in the bar chart,  the highest
return  (not  annualized)  for a calendar  quarter was 1.44% (4th Q '90) and the
lowest return for a calendar quarter (not annualized) was 0.44% (1st Q '94).


Average Annual Total Returns
for the periods ended December 31,    1 Year    5 Years         10 Years
1999
-------------------------------------------------------------------------------
                                      ----------                ---------------

Centennial Tax Exempt Trust           2.60%     3.02%           3.18%
(inception 9/8/81)

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

The returns in the table measure the  performance of a hypothetical  account and
assume that all dividends have been reinvested in additional  shares.  The total
returns are not the  Trust's  current  yield.  The  Trust's  yield more  closely
reflects the Trust's current earnings.

--------------------------------------------------------------------------------
To obtain the  Trust's  current  7-day  yield,  please call the  Transfer  Agent
toll-free at 1.800.525.9310.
--------------------------------------------------------------------------------

Fees and Expenses of the Trust


The  Trust  pays a variety  of  expenses  directly  for  investment  management,
administration  and other  services.  Those  expenses  are  subtracted  from the
Trust's  assets to  calculate  the  Trust's  net  asset  value  per  share.  All
shareholders  therefore pay those expenses indirectly.  The following tables are
provided to help you understand the fees and expenses you may pay if you buy and
hold shares of the Trust.  The numbers below are based upon the Trust's expenses
during its fiscal year ended June 30, 2000.

SHAREHOLDER  FEES.  The Trust does not charge any  initial  sales  charge to buy
shares or to reinvest  dividends.  There are no exchange fees or redemption fees
and no  contingent  deferred  sales  charges  (unless  you buy  Trust  shares by
exchanging Class A shares of other eligible funds that were purchased subject to
a contingent deferred sales charge, as described in "How to Sell Shares").


Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

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

 Management Fees                              0.43%

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

 Distribution and/or Service (12b-1) Fees     0.20%

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

 Other Expenses                               0.09%

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

 Total Annual Operating Expenses              0.72%

 ------------------------------------------------------------------------------
"Other expenses" in the table include  transfer agent fees,  custodial fees, and
accounting and legal expenses the Trust pays.


EXAMPLE.  The  following  example is  intended  to help you  compare the cost of
investing in the Trust with the cost of investing  in other  mutual  funds.  The
example  assumes  that you  invest  $10,000  in shares of the Trust for the time
periods  indicated and reinvest your  dividends and  distributions.  The example
also assumes that your investment has a 5% return each year and that the Trust's
operating  expenses  remain the same.  Your actual costs may be higher or lower,
because expenses will vary over time.  Based on these  assumptions your expenses
would be as  follows,  whether or not you redeem your  investment  at the end of
each period:


  -----------------------------------------------------------------------------
                                1 year      3 years     5 years    10 years
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

                                $74         $230        $401       $894

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

About the Trust's Investments


THE TRUST'S PRINCIPAL INVESTMENT POLICIES. The Trust invests in short-term money
market  securities  meeting  quality,  maturity  and  diversification  standards
established by its Board of Trustees as well as rules that apply to money market
funds under the Investment Company Act. The Statement of Additional  Information
contains more detailed  information  about the Trust's  investment  policies and
risks.

      The Trust's investment  manager,  Centennial Asset Management  Corporation
(referred  to in this  Prospectus  as the  Manager)  tries  to  reduce  risks by
diversifying  investments and by carefully  researching  investments  before the
Trust  buys  them.  The rate of the  Trust's  income  will vary from day to day,
generally  reflecting changes in overall short-term  interest rates. There is no
assurance that the Trust will achieve its investment objective.

What  Does the Trust  Invest In?  Money  market  instruments  are  high-quality,
      short-term  debt  instruments.  They may have fixed,  variable or floating
      interest rates. All of the Trust's money market  investments must meet the
      special quality and maturity requirements set under the Investment Company
      Act and the special  standards set by the Board  described  briefly below.
      The  following  is a  brief  description  of the  types  of  money  market
      instruments the Trust may invest in.


   o  Municipal Securities. The Trust buys municipal bonds and notes, tax-exempt
      commercial  paper,  certificates of  participation in municipal leases and
      other  debt  obligations.   These  are  debt  obligations  issued  by  the
      governments of states, their political subdivisions (such as cities, towns
      and  counties),  or  the  District  of  Columbia,  or by  their  agencies,
      instrumentalities and authorities, if the interest paid on the security is
      not  subject  to  federal  individual  income  tax in the  opinion of bond
      counsel to the issuer. All of these types of debt obligations are referred
      to as "municipal securities" in this Prospectus.


o     Other  Money  Market  Obligations.  Additionally,  the Trust may buy other
      money  market  instruments  that the  Manager  approves  under  procedures
      adopted  by the Board of  Trustees.  They must be U.S.  dollar-denominated
      short-term  investments  that the Manager  must  determine to have minimal
      credit risks.

What  Standards Apply to the Trust's  Investments?  Money market instruments are
      subject to credit  risk,  the risk that the issuer  might not make  timely
      payments of interest on the  security or repay  principal  when it is due.
      The Trust may buy only those  instruments  that meet  standards set by the
      Investment  Company Act for money market funds and  procedures  adopted by
      the Board.  The Trust's Board has adopted  evaluation  procedures  for the
      Trust's  portfolio  and the Manager has the  responsibility  to  implement
      those procedures when selecting investments for the Trust.


In  general,  the Trust  buys only  high-quality  investments  that the  Manager
believes  present  minimal  credit risk at the time of purchase.  "High-quality"
investments are:
o   rated in one of the two highest short-term rating categories of two national
    rating organizations, or
o   rated by one rating organization in one of its two highest rating categories
    (if only one rating organization has rated the investment), or
o   unrated investments that the Manager determines are comparable in quality to
    the two highest rating categories.


      The  standards  also limit the amount of the  Trust's  assets  that can be
invested in the  securities of any one issuer  (other than the U.S.  government,
its agencies and instrumentalities), to spread the Trust's investment risks. The
Trust must also maintain an average portfolio maturity of not more than 90 days,
to reduce  interest  rate risks.  Additionally,  the  remaining  maturity of any
single portfolio investment may not exceed 397 days.

Can   the Trust's Investment Objective and Policies Change? The Trust's Board of
      Trustees can change non-fundamental policies without shareholder approval,
      although  significant  changes  will be described  in  amendments  to this
      Prospectus. Fundamental policies cannot be changed without the approval of
      a  majority  of  the  Trust's   outstanding  voting  shares.  The  Trust's
      investment objective is a fundamental policy. Some investment restrictions
      that are  fundamental  policies are listed in the  Statement of Additional
      Information.   An  investment  policy  is  not  fundamental   unless  this
      Prospectus  or the Statement of  Additional  Information  says that it is.
      Please see the Statement of Additional  Information  for  information on a
      proposal to change one of the Trust's fundamental  policies that the Board
      of Trustees has requested  shareholders to approve. If shareholders do not
      approve the change,  then the Statement of Additional  Information will be
      supplemented to advise you that the amendment was not approved.

OTHER  INVESTMENT  STRATEGIES.  To seek its  objective,  the  Trust  can use the
investment techniques and strategies described below. The Trust might not always
use all of them.  These  techniques  involve risks.  The Statement of Additional
Information  contains more information about some of these practices,  including
limitations on their use that are designed to reduce some of the risks.

Floating  Rate/Variable  Rate Notes.  The Trust can  purchase  investments  with
      floating or variable  interest  rates.  Variable  rates are  adjustable at
      stated  periodic  intervals.  Floating  rates are  adjusted  automatically
      according to a specified market rate or benchmark,  such as the prime rate
      of a bank. If the maturity of an investment is greater than 397 days,,  it
      may be purchased only if it has a demand feature. That feature must permit
      the Trust to recover the  principal  amount of the  investment on not more
      than thirty days' notice at any time, or at specified  times not exceeding
      397 days from the date of purchase.

Municipal  Lease  Obligations.  Municipal  leases  are used by state  and  local
      governments to obtain funds to acquire land, equipment or facilities.  The
      Trust  can  invest in  certificates  of  participation  that  represent  a
      proportionate interest in payments made under municipal lease obligations.
      If  the  government   stops  making  payments  or  transfers  its  payment
      obligations to a private entity, the obligation could lose value or become
      taxable. Some of these obligations might not have an active trading market
      and  would be  subject  to the  Trust's  limits on  "illiquid"  securities
      described  below.  From time to time the Trust may invest  more that 5% of
      its net  assets  in  municipal  lease  obligations  that the  Manager  has
      determined  to be liquid  under  guidelines  set by the  Trust's  Board of
      Trustees.

Repurchase  Agreements.  The Trust may enter into  repurchase  agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously sells
      it to the vendor for delivery at a future date. Repurchase agreements must
      be fully  collateralized.  However,  if the vendor fails to pay the resale
      price on the delivery  date, the Trust may incur costs in disposing of the
      collateral and may experience  losses if there is any delay in its ability
      to  do  so.  The  Trust   ordinarily  will  not  enter  into   repurchase,
      transactions  that will cause more than 10% of the Trusts net assets to be
      subject to  repurchase  agreements  having a maturity  beyond  seven days.
      However,  when the Trust assumes a temporary defensive position,  there is
      no limit on the  amount  of the  Trust's  assets  that may be  subject  to
      repurchase  agreements  having a maturity  of seven  days or less.  Income
      earned on repurchase  transactions is not  tax-exempt.  The Trust normally
      will limit its investments in repurchase  transactions to 20% of its total
      assets.

Illiquid and Restricted Securities.  Investments may be illiquid because they do
      not have an active  trading  market,  making it difficult to value them or
      dispose of them promptly at an acceptable price. A restricted  security is
      one that  has a  contractual  limit on  resale  or  which  cannot  be sold
      publicly until it is registered  under federal  securities laws. The Trust
      will not invest more than 10% of its net assets in illiquid or  restricted
      securities.  That limit does not apply to  certain  restricted  securities
      that are eligible for resale to qualified  institutional  purchasers.  The
      Manager  monitors  holdings of illiquid  securities on an ongoing basis to
      determine  whether to sell any  holdings to maintain  adequate  liquidity.
      Difficulty  in  selling a  security  may  result in a loss to the Trust or
      additional costs.


DemandFeatures and Guarantees.  The Trust may invest a significant percentage of
      its assets in municipal  securities that have demand features,  guarantees
      or similar credit and liquidity enhancements. A demand feature permits the
      holder of the security to sell the security  within a specified  period of
      time at a stated  price and entitles the holder of the security to receive
      an amount equal to the  approximate  amortized  cost of the security  plus
      accrued  interest.  These  securities  are  described in the  Statement of
      Additional Information.


Temporary Investments. In times of adverse market, economic, political, or other
conditions, the Trust can invest up to 100% of its assets in temporary defensive
investments.  These temporary  investments can include:  o obligations issued or
guaranteed  by the U.S.  government  or its  agencies  or  instrumentalities,  o
bankers' acceptances;  taxable commercial paper rated in the highest category by
a Rating Organization, o short-term taxable debt obligations rated in one of the
two highest  rating  categories  of a Rating  Organization.  o  certificates  of
deposit of domestic banks, and o repurchase agreements.

      To the  extent  the  Trust  assumes  a  temporary  defensive  position,  a
significant portion of the Trust's distributions may be taxable.


I N V E S T I N G  I N  T H E  T R U S T S


The information  below applies to Centennial Money Market Trust,  Centennial Tax
Exempt Trust and Centennial  Government  Trust. Each is referred to as a "Trust"
and  they  are  collectively  referred  to as  the  "Trusts".  Unless  otherwise
indicated, this information applies to each Trust.

How the Trusts are Managed


THE  MANAGER.   The  Manager,   Centennial  Asset  Management   Corporation,   a
wholly-owned subsidiary of OppenheimerFunds, Inc., is the investment advisor for
the Trusts. The Manager chooses each of the Trust's  investments and handles its
day-to-day business.  The Manager carries out its duties subject to the policies
established  by the Trust's  Board of  Trustees,  under an  investment  advisory
agreement  with each  Trust  that  states the  Manager's  responsibilities.  The
agreement sets the fees the Trust pays to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.

      The Manager has been an investment advisor since 1978. The Manager and its
affiliates  managed  investment  companies  and  other  assets of more than $130
billion as of September 30, 2000, and more than 5 million shareholder  accounts.
The Manager is located at 6803 South Tucson Way, Englewood, Colorado 80112.

Portfolio  Managers.  The  portfolio  managers  of the  Trusts  are the  persons
principally responsible for the day-to-day management of the Trust's portfolios.
The portfolio manager of Centennial Money Market Trust and Centennial Government
Trust is Carol E. Wolf.  Ms.  Wolf was  co-portfolio  manager of the Trusts from
June 1990 until April 2000, when she became the sole portfolio manager. She is a
Senior Vice President of OppenheimerFunds, Inc. and of the Trusts and an officer
and  portfolio  manager of other  funds for which the  Manager  or an  affiliate
serves as investment  advisor.  The portfolio  manager of Centennial  Tax Exempt
Trust is Michael  Carbuto (since October 1987).  Mr. Carbuto is a Vice President
of OppenheimerFunds, Inc. and is an officer and portfolio manager of other funds
for which the Manager serves as investment advisor.


Advisory Fees.  Under  each  investment  advisory  agreement,  a Trust  pays the
      Manager an  advisory  fee at an annual rate that  declines  on  additional
      assets as the Trust grows.  That fee is computed on the average annual net
      assets of the respective Trust as of the close of each business day.


o Centennial Money Market Trust. The annual  management fee rates are: 0.500% of
the first  $250  million  of the  Trust's  net  assets;  0.475% of the next $250
million;  0.450% of the next  $250  million;  0.425%  of the next $250  million;
0.400% of the next $250 million;  0.375% of the next $250 million; 0.350% of the
next $500  million;  and  0.325% of net assets in excess of $2  billion.  In the
agreement,  the Manager guarantees that the Trust's total expenses in any fiscal
year, exclusive of taxes, interest and brokerage commissions,  and extraordinary
expenses  such as litigation  costs,  shall not exceed the lesser of (1) 1.5% of
the  average  annual  net  assets of the Trust up to $30  million  and 1% of its
average  annual  net  assets in excess of $30  million;  or (2) 25% of the total
annual  investment  income  of  the  Trust.   Centennial  Money  Market  Trust's
management  fee for its fiscal year ended June 30, 2000 was 0.34% of the Trust's
average annual net assets.

o Centennial  Government  Trust. The annual  management fee rates are: 0.500% of
the first  $250  million  of the  Trust's  net  assets;  0.475% of the next $250
million;  0.450% of the next  $250  million;  0.425%  of the next $250  million;
0.400% of the next $250  million;  0.375% of the next $250 million and 0.350% of
net assets in excess of $1.5 billion. The Manager has made the same guarantee to
Centennial Government Trust regarding expenses as described above for Centennial
Money Market Trust.  The Trust's  management  fee for its fiscal year ended June
30, 2000 was 0.45% of the Trust's average annual net assets.

o Centennial Tax Exempt Trust. The annual management fee rates applicable to the
Trust are as  follows:  0.500% of the first  $250  million  of the  Trust's  net
assets; 0.475% of the next $250 million; 0.450% of the next $250 million; 0.425%
of the next $250 million;  0.400% of the next $250  million;  0.375% of the next
$250  million;  0.350% of the next $500  million;  and  0.325% of net  assets in
excess of $2  billion.  Under the  agreement,  when the value of the 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. However, the annual fee cannot be less than $0. The Trust's
management  fee for its fiscal year ended June 30, 2000 was 0.43% of the Trust's
average annual net assets.



How to Buy Shares


HOW ARE SHARE PRICES DETERMINED? Shares of each Trust are sold at their offering
price,  which is the net asset value per share without any sales charge. The net
asset value per share will  normally  remain fixed at $1.00 per share.  However,
there is no  guarantee  that a Trust will be able to maintain a stable net asset
value of $1.00 per share.

      The offering  price that applies to a purchase  order is based on the next
calculation   of  the  net  asset  value  per  share  that  is  made  after  the
Sub-Distributor (OppenheimerFunds Distributor, Inc.) receives the purchase order
at its offices in Colorado,  or after any agent appointed by the Sub-Distributor
receives the order and sends it to the Sub-Distributor as described below.

How   is a Trust's Net Asset Value Determined?  The net asset value of shares of
      each Trust is  determined  twice each day, at 12:00 Noon and at 4:00 P.M.,
      on each day The New York Stock  Exchange is open for trading  (referred to
      in this Prospectus as a "regular business day"). All references to time in
      this Prospectus mean "New York time."

      The net asset value per share is  determined  by  dividing  the value of a
Trust's net assets by the number of shares that are outstanding.  Under a policy
adopted by the Board of Trustees of the  Trusts,  each Trust uses the  amortized
cost method to value its securities to determine net asset value.

      The shares of each Trust offered by this  Prospectus  are considered to be
Class A shares for the purposes of exchanging them or reinvesting  distributions
among other eligible funds that offer more than one class of shares.

IS THERE A MINIMUM INVESTMENT?  Minimum initial investments  described below and
depend  on how  you  buy  and pay for  your  shares.  You  can  make  additional
investments  at  any  time  with  as  little  as  $25.  The  minimum  investment
requirements do not apply to reinvesting  distributions  from the Trust or other
eligible  funds  (a  list  of  them  appears  in  the  Statement  of  Additional
Information,  or you  can ask  your  dealer  or  call  the  Transfer  Agent)  or
reinvesting   distributions   from  unit   investment   trusts  that  have  made
arrangements with the Distributor.


HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:


BuyingShares Through a Dealer's Automatic Purchase and Redemption  Program.  You
      can buy  shares  of a  Trust  through  a  broker-dealer  that  has a sales
      agreement  with the Trust's  Distributor  or  Sub-Distributor  that allows
      shares  to be  purchased  through  the  dealer's  Automatic  Purchase  and
      Redemption  Program.  Shares of each Trust are sold mainly to customers of
      participating  dealers that offer the Trusts'  shares under these  special
      purchase  programs.  If  you  participate  in an  Automatic  Purchase  and
      Redemption Program  established by your dealer, your dealer buys shares of
      the Trust for your account with the dealer.  Program  participants  should
      also read the description of the program provided by their dealer.

BuyingShares  Through Your  Dealer.  If you do not  participate  in an Automatic
      Purchase and Redemption Program, you can buy shares of a Trust through any
      broker/dealer  that has a sales agreement with the  Sub-Distributor.  Your
      dealer will place your order with the Sub-Distributor on your behalf.

BuyingShares Directly Through the Sub-Distributor.  You can also purchase shares
      directly  through the  Sub-Distributor.  Shareholders  who make  purchases
      directly  and hold  shares in their own names are  referred  to as "direct
      shareholders" in this Prospectus.

      The  Sub-Distributor  may appoint servicing agents to accept purchase (and
redemption) orders,  including  broker/dealers  that have established  Automatic
Purchase and Redemption Programs.  The Sub-Distributor,  in its sole discretion,
may reject any purchase order for shares of a Trust.

AUTOMATIC PURCHASE AND REDEMPTION  PROGRAM. If you buy shares of a Trust through
your   broker/dealer's   Automatic   Purchase  and  Redemption   Program,   your
broker/dealer  will buy your shares for your Program  Account and will hold your
shares in your  broker/dealer's  name.  These  purchases  will be made under the
procedures  described in "Guaranteed  Payment  Procedures" below. Your Automatic
Purchase and Redemption Program Account may have minimum investment requirements
established by your  broker/dealer.  You should direct all questions  about your
Automatic  Purchase and Redemption  Program to your  broker/dealer,  because the
Trusts'  transfer agent does not have access to  information  about your account
under that Program.

Guaranteed Payment  Procedures.  Some  broker/dealers may have arrangements with
      the  Sub-Distributor to enable them to place purchase orders for shares of
      a Trust and to  guarantee  that the Trust's  custodian  bank will  receive
      Federal   Funds  to  pay  for  the  shares  prior  to   specified   times.
      Broker/dealers   whose  clients  participate  in  Automatic  Purchase  and
      Redemption Programs may use these guaranteed payment procedures to pay for
      purchases of shares of a Trust.

o     If the  Distributor  receives  a  purchase  order  before  12:00 Noon on a
      regular business day with the  broker/dealer's  guarantee that the Trust's
      custodian  bank will receive  payment for those shares in Federal Funds by
      2:00 P.M.  on that same day,  the order will be  effected at the net asset
      value  determined  at 12:00  Noon that day.  Distributions  will  begin to
      accrue on the shares on that day if the Federal  Funds are received by the
      required time.

o     If the Distributor receives a purchase order after 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trust's custodian
      bank will receive  payment for those shares in Federal  Funds by 2:00 P.M.
      on that  same day,  the  order  will be  effected  at the net asset  value
      determined  at 4:00 P.M. that day.  Distributions  will begin to accrue on
      the shares on that day if the Federal  Funds are  received by the required
      time.

o     If the  Distributor  receives a purchase order between 12:00 Noon and 4:00
      P.M. on a regular business day with the broker/dealer's guarantee that the
      Trust's  custodian  bank will receive  payment for those shares in Federal
      Funds by 4:00 P.M.  the next  regular  business  day,  the  order  will be
      effected  at the net asset  value  determined  at 4:00 P.M. on the day the
      order is  received  and  distributions  will begin to accrue on the shares
      purchased  on the next  regular  business  day if the  Federal  Funds  are
      received by the required time.

HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares of a
Trust by completing a Centennial  Funds New Account  Application  (enclosed with
this  Prospectus)  and  sending  it  to  the  Sub-Distributor,  OppenheimerFunds
Distributor,  Inc., P.O. Box 5143, Denver,  Colorado 80217. Payment must be made
by check or by Federal Funds wire as described below. If you don't list a dealer
on the application,  OppenheimerFunds  Distributor,  Inc., the  Sub-Distributor,
will act as your agent in buying the  shares.  However,  we  recommend  that you
discuss your investment  with a financial  advisor before you make a purchase to
be sure that the Trust is appropriate for you.

      Each Trust  intends to be as fully  invested as  possible to maximize  its
yield.   Therefore,   newly-purchased  shares  normally  will  begin  to  accrue
distributions  after the  Sub-Distributor  or its agent  accepts  your  purchase
order,  starting on the business day after the Trust receives Federal Funds from
the purchase payment.

Payment by Check. Direct shareholders may pay for purchases of shares of a Trust
      by check.  Send your  check,  payable  to  "OppenheimerFunds  Distributor,
      Inc.,"  along with your  Application  to the  address  listed  above.  For
      initial purchases,  your check should be payable in U.S. dollars and drawn
      on a U.S.  bank so that  distributions  will  begin to  accrue on the next
      regular business day after the Distributor accepts your purchase order. If
      your check is not drawn on a U.S. bank and is not payable in U.S. dollars,
      the shares will not be purchased  until the Distributor is able to convert
      the purchase  payment to Federal Funds.  In that case  distributions  will
      begin to accrue on the purchased  shares on the next regular  business day
      after the  purchase is made.  The minimum  initial  investment  for direct
      shareholders by check is $500.

Payment by Federal  Funds Wire.  Direct  shareholders  may pay for  purchases of
      shares  of a Trust by  Federal  Funds  wire.  You must also  forward  your
      Application to the Sub-Distributor's  address listed above. Before sending
      a wire,  call the  Sub-Distributor's  Wire  Department  at  1.800.525.9310
      (toll-free from within the U.S.) or  303.768.3200  (from outside the U.S.)
      to  notify  the  Sub-Distributor  of  the  wire,  and to  receive  further
      instructions.

      Distributions will begin to accrue on the purchased shares on the purchase
date that is a regular  business day if the Federal Funds from your wire and the
Application are received by the  Sub-Distributor  and accepted by 12:00 Noon. If
the  Distributor  receives  the  Federal  Funds from your wire and  accepts  the
purchase  order  between  12:00  Noon  and  4:00  P.M.  on  the  purchase  date,
distributions  will begin to accrue on the shares on the next  regular  business
day. The minimum investment by Federal Funds Wire is $2,500.


Buying Shares  Through  Automatic  Investment  Plans.  Direct  shareholders  can
purchase shares of a Trust  automatically  each month by authorizing the Trust's
Transfer Agent to debit your account at a U.S.  domestic bank or other financial
institution.  Details are in the Automatic  Investment Plan  Application and the
Statement of Additional Information. The minimum monthly purchase is $25.


Service (12b-1) Plans.  Each Trust has adopted a service plan. It reimburses the
      Distributor  for a portion of its costs incurred for services  provided to
      accounts that hold shares of the Trust. Reimbursement is made quarterly at
      an annual  rate of up to 0.20% of the  average  annual  net  assets of the
      Trust.  The  Distributor  currently  uses all of those fees (together with
      significant  amounts from the  Manager's  own  resources)  to pay dealers,
      brokers,  banks and other financial  institutions  quarterly for providing
      personal services and maintenance of accounts of their customers that hold
      shares of the Trust.


Retirement Plans. Direct shareholders may buy shares of a Trust for a retirement
      plan account. If you participate in a plan sponsored by your employer, the
      plan trustee or  administrator  must buy the shares for your plan account.
      The  Sub-Distributor  also offers a number of different  retirement  plans
      that individuals and employers can use:
o     Individual Retirement Accounts (IRAs).  These include regular IRAs, Roth
      IRAs, rollover IRAs and Education IRAs.
o     SEP-IRAs.  These  are  Simplified  Employee  Pensions  Plan IRAs for small
      business owners or self-employed individuals.
o 403(b)(7)  Custodial  Plans.  These are tax  deferred  plans for  employees of
eligible tax-exempt organizations, such as schools, hospitals and charitable
      organizations.
o     401(k) Plans.  These are special retirement plans for businesses.
o     Pension and Profit-Sharing Plans.  These plans are designed for businesses
      and self-employed individuals.

      Please call the  Sub-Distributor  for  retirement  plan  documents,  which
include applications and important plan information.

How to Sell Shares

You can sell  (redeem)  some or all of your shares on any regular  business day.
Your shares will be sold at the next net asset value calculated after your order
is received in proper form (which means that it must comply with the  procedures
described below) and is accepted by the Transfer Agent.


HOW CAN PROGRAM  PARTICIPANTS  SELL SHARES?  If you  participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program  Account by contacting your  broker/dealer  firm, or
you can  redeem  shares by writing  checks as  described  below.  You should not
contact the Trust or its Transfer  Agent  directly to redeem shares held in your
Program Account.  You may also arrange (but only through your  broker/dealer) to
have the  proceeds  of redeemed  Trust  shares  sent by Federal  Funds wire,  as
described below in "Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem their
shares by writing a letter to the Transfer Agent, Shareholder Services, Inc., by
using checkwriting  privileges,  or by telephone.  You can also set up Automatic
Withdrawal  Plans to redeem  shares on a regular  basis.  If you have  questions
about any of these  procedures,  and especially if you are redeeming shares in a
special  situation,  such as due to the death of the owner or from a  retirement
plan  account,   please  call  the  Transfer  Agent  for  assistance  first,  at
1.800.525.9310.

Certain Requests  Require a  Signature  Guarantee.  To protect you and the Trust
      from fraud,  the  following  redemption  requests  for  accounts of direct
      shareholders  must be in writing and must  include a  signature  guarantee
      (although  there may be other  situations  that also  require a  signature
      guarantee):

o  You wish to redeem $100,000 or more and receive a check
o  The redemption check is not payable to all shareholders listed on the account
   statement
o  The redemption check is not sent to the address of record on your account
   statement
o  Shares are being  transferred to an account with a different  owner or name o
   Shares are being redeemed by someone (such as an Executor) other than the

      owners listed in the account registration.


Where Can Direct  Shareholders  Have Their Signatures  Guaranteed?  The Transfer
      Agent will accept a guarantee  of your  signature by a number of financial
      institutions, including:
o  a U.S. bank, trust company, credit union or savings association,
o  a foreign bank that has a U.S. correspondent bank,
o  a U.S. registered dealer or broker in securities, municipal securities or
   government securities, or
o  a U.S. national securities exchange, a registered securities association or a
   clearing agency.

      If you are  signing  on  behalf  of a  corporation,  partnership  or other
business or as a fiduciary, you must also include your title in the signature.


How Can Direct Shareholders Sell Shares by Mail?  Write a letter to the Transfer
      Agent that includes:

   o  Your name
   o  The Trust's name
   o Your account  number (from your account  statement) o The dollar  amount or
   number of shares to be  redeemed o Any  special  payment  instructions  o Any
   share certificates for the shares you are selling

   o  The signatures of all registered owners exactly as listed in the account
      statement, and
   o  Any special  documents  requested by the Transfer  Agent to assure  proper
      authorization  of the person  asking to sell the  shares  (such as Letters
      Testamentary of an Executor).



--------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use   the    following    address   for   Send    courier   or   express    mail
----------------------------------------   requests   to:   requests   by  mail:
Shareholder Services,  Inc. Shareholder  Services,  Inc. 10200 E. Girard Avenue,
Building D P.O. Box 5143 Denver,  Colorado  80231  Denver,  Colorado  80217-5270
--------------------------------------------------------------------------------


How   Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their dealer  representative  of record may sell shares by  telephone.  To
      receive the redemption price  calculated on a particular  regular business
      day, the Transfer Agent or its  designated  agent must receive the request
      by 4:00 P.M.  on that day.  You may not redeem  shares  held under a share
      certificate  or in a retirement  account by  telephone.  To redeem  shares
      through  a  service  representative,  call  1.800.525.9310.  The check for
      proceeds of telephone redemptions will be payable to the shareholder(s) of
      record and will be sent to the  address of record for the  account.  Up to
      $100,000  may be  redeemed by  telephone  in any 7-day  period.  Telephone
      redemptions are not available within 30 days of changing the address on an
      account.

Retirement Plan Accounts.  There are special procedures to sell shares held in a
      retirement  plan  account.  Call the  Transfer  Agent  for a  distribution
      request  form.  Special  income  tax  withholding  requirements  apply  to
      distributions  from retirement  plans.  You must submit a withholding form
      with your  redemption  request to avoid delay in getting your money and if
      you do not want tax withheld.  If your employer holds your retirement plan
      account for you in the name of the plan,  you must ask the plan trustee or
      administrator  to  request  the  sale of the  Trust  shares  in your  plan
      account.

Sending Redemption  Proceeds By Wire.  While the Transfer  Agent  normally sends
      direct  shareholders  their  money by check,  you can  arrange to have the
      proceeds  of the  shares  you sell sent by  Federal  Funds  wire to a bank
      account you  designate.  It must be a commercial  bank that is a member of
      the Federal Reserve wire system.  The minimum redemption you can have sent
      by wire is $2,500.  There is a $10 fee for each  wire.  To find out how to
      set  up  this  feature  on  an  account  or  to  arrange  a  wire,  direct
      shareholders should call the Transfer Agent at 1.800.525.9310. If you hold
      your shares  through  your  dealer's  Automatic  Purchase  and  Redemption
      Program, you must contact your dealer to arrange a Federal Funds wire.

Can   Direct  Shareholders  Submit Requests by Fax? Direct shareholders may send
      requests for certain types of account  transactions  to the Transfer Agent
      by fax  (telecopier).  Please call  1.800.525.9310  for information  about
      which transactions may be handled this way. Transaction requests submitted
      by fax are  subject to the same  rules and  restrictions  as  written  and
      telephone requests described in this Prospectus.

HOW DO I WRITE CHECKS  AGAINST MY ACCOUNT?  Automatic  Purchase  and  Redemption
Program  participants  may write  checks  against  an account  held under  their
Program,  but must arrange for  checkwriting  privileges  through their dealers.
Direct  shareholders  may write checks against their account by requesting  that
privilege on the account  Application  or by contacting  the Transfer  Agent for
signature cards. They must be signed (with a signature  guarantee) by all owners
of the account and returned to the Transfer  Agent so that checks can be sent to
you to use. Shareholders with joint accounts can elect in writing to have checks
paid over the  signature of one owner.  If  checkwriting  is  established  after
November 1, 2000,  only one  signature is required for  shareholders  with joint
accounts, unless you elect otherwise.


   o  Checks can be written to the order of  whomever  you wish,  but may not be
      cashed at the bank the checks are payable through or the Trust's custodian
      bank.
   o  Checkwriting privileges are not available for accounts holding shares that
      are subject to a contingent deferred sales charge.
   o Checks must be written for at least $250.

   o Checks cannot be paid if they are written for more than your account value.
   o You may not write a check that would require the redemption of shares that

      were purchased by check or Automatic  Investment  Plan payments within the
      prior 10 days.
   o  Don't use your  checks  if you  changed  your  account  number,  until you
      receive new checks.


WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES? The Trust does not charge a fee
to  redeem  shares  of a Trust  that  were  bought  directly  or by  reinvesting
distributions  from that Trust or another  Centennial  Trust or  eligible  fund.
Generally,  there is no fee to redeem  shares of a Trust  bought by  exchange of
shares of another Centennial Trust or eligible fund. However,

o     if you acquired shares of a Trust by exchanging  Class A shares of another
      eligible fund that you bought  subject to the Class A contingent  deferred
      sales charge, and

o     those shares are still  subject to the Class A contingent  deferred  sales
      charge when you exchange them into the Trust, then
o     you will pay the  contingent  deferred  sales  charge if you redeem  those
      shares from the Trust within 18 months of the purchase  date of the shares
      of the fund you exchanged.

How to Exchange Shares


Shares of a Trust can be exchanged for shares of certain other Centennial Trusts
or other eligible  funds,  depending on whether you own your shares through your
dealer's Automatic Purchase and Redemption Program or as a direct shareholder.

HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES? If you participate in an Automatic
Purchase  and  Redemption  Program  sponsored  by  your  broker/dealer,  you may
exchange  shares held in your  Program  Account 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
(referred to in this  Prospectus as the "Centennial  Trusts"),  if available for
sale in your state of residence,  by contacting your broker/dealer and obtaining
a Prospectus of the selected Centennial Trust.

HOW CAN DIRECT  SHAREHOLDERS  EXCHANGE SHARES?  Direct shareholders can exchange
shares of a Trust for Class A shares of  certain  eligible  funds  listed in the
Statement of Additional  Information.  To exchange shares, you must meet several
conditions:

   o  Shares of the fund  selected  for exchange  must be available  for sale in
      your state of residence.

   o  The  prospectuses  of the Trust and the fund whose  shares you want to buy
      must offer the exchange privilege.
   o  You must hold the shares you buy when you  establish  your  account for at
      least 7 days  before you can  exchange  them.  After the account is open 7
      days, you can exchange shares every regular business day.
   o  You must meet the minimum purchase  requirements for the fund whose shares
      you purchase by exchange.
   o Before exchanging into a fund, you must obtain and read its prospectus.

      Shares of a particular class of an eligible fund may be exchanged only for
shares of the same class in other eligible funds. For example,  you can exchange
shares of a Trust only for Class A shares of another fund,  and you can exchange
only Class A shares of another eligible fund for shares of a Trust.


      You may pay a sales  charge when you exchange  shares of a Trust.  Because
shares of the Trusts are sold without sales charge,  in some cases you may pay a
sales  charge when you exchange  shares of a Trust for shares of other  eligible
funds that are sold subject to a sales  charge.  You will not pay a sales charge
when you exchange shares of a Trust purchased by reinvesting  distributions from
that Trust or other eligible funds (except  Oppenheimer Cash Reserves),  or when
you  exchange  shares of a Trust  purchased by exchange of shares of an eligible
fund on which you paid a sales charge.


      For tax purposes,  exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result in
a capital gain or loss.  Since shares of a Trust  normally  maintain a $1.00 net
asset  value,  in most cases you should not realize a capital  gain or loss when
you sell or exchange your shares.

      Direct  shareholders can find a list of eligible funds currently available
for exchanges in the Statement of Additional  Information  or you can obtain one
by calling a service  representative  at  1.800.525.9310.  The list of  eligible
funds can change from time to time.

How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:


 o  Written Exchange Requests.  Complete an Exchange Authorization Form, signed
    by all owners of the account.  Send it to the Transfer Agent at the address
    on the back cover.


   o  Telephone  Exchange  Requests.  Telephone exchange requests may be made by
      calling a service  representative at 1.800.525.9310.  Telephone  exchanges
      may be made  only  between  accounts  that  are  registered  with the same
      name(s) and address.  Shares held under  certificates may not be exchanged
      by telephone.

ARE THERE  LIMITATIONS  ON EXCHANGES?  There are certain  exchange  policies you
should be aware of:

   o  Shares are normally  redeemed from one fund and  purchased  from the other
      fund in the exchange transaction on the same regular business day on which
      the  Transfer  Agent  receives an exchange  request  that  conforms to the
      policies described above.  Requests for exchanges to any of the Centennial
      Trusts must be received  by the  Transfer  Agent by 4:00 P.M. on a regular
      business  day to be effected  that day.  The  Transfer  Agent must receive
      requests to exchange  shares of a Trust to funds other than the Centennial
      Trusts  on a  regular  business  day by the  close of The New  York  Stock
      Exchange  that day. The close is normally  4:00 P.M. but may be earlier on
      some days.

   o  Either  fund  may  delay  the  purchase  of  shares  of the  fund  you are
      exchanging   into  up  to  seven  days  if  it   determines  it  would  be
      disadvantaged  by a same-day  exchange.  For  example,  the receipt of the
      multiple  exchange  requests from a "market timer" might require a fund to
      sell securities at a disadvantageous time and/or price.

   o  Because excessive trading can hurt fund performance and harm shareholders,
      the Trusts  reserve the right to refuse any exchange  request that may, in
      the  opinion of the  Trusts,  be  disadvantageous,  or to refuse  multiple
      exchange requests submitted by a shareholder or dealer.

   o  The Trusts may amend,  suspend or terminate the exchange  privilege at any
      time. The Trusts will provide you notice  whenever they are required to do
      so by  applicable  law, but they may impose these  changes at any time for
      emergency purposes.

   o  If the Transfer Agent cannot  exchange all the shares you request  because
      of a restriction  cited above,  only the shares eligible for exchange will
      be exchanged.

Shareholder Account Rules and Policies

More information  about the Trusts' policies and procedures for buying,  selling
and exchanging shares is contained in the Statement of Additional Information.


The   offering of shares of a Trust may be suspended  during any period in which
      the  Trust's  determination  of net  asset  value  is  suspended,  and the
      offering may be suspended by the Board of Trustees at any time it believes
      it is in a Trust's best interest to do so.


Telephone transaction privileges for purchases,  redemptions or exchanges may be
      modified,  suspended or  terminated  by a Trust at any time. If an account
      has more than one owner,  a Trust and the  Transfer  Agent may rely on the
      instructions of any one owner. Telephone privileges apply to each owner of
      the account and the dealer representative of record for the account unless
      the Transfer Agent receives cancellation instructions from an owner of the
      account.


The   Transfer Agent will record any telephone  calls to verify data  concerning
      transactions.  It has adopted other  procedures to confirm that  telephone
      instructions   are   genuine,   by   requiring   callers  to  provide  tax
      identification  numbers  and other  account  data and by  confirming  such
      transactions  in writing.  The  Transfer  Agent and the Trusts will not be
      liable  for  losses or  expenses  arising  out of  telephone  instructions
      reasonably believed to be genuine.


Redemption or transfer  requests  will not be honored  until the Transfer  Agent
      receives all required  documents  in proper form.  From time to time,  the
      Transfer Agent in its discretion may waive certain of the requirements for
      redemptions stated in this Prospectus.


Payment for redeemed shares ordinarily is made in cash. It is forwarded by check
      or by Federal Funds wire (as elected by the shareholder) within seven days
      after the Transfer Agent receives redemption  instructions in proper form.
      However,  under unusual  circumstances  determined by the  Securities  and
      Exchange  Commission,  payment may be delayed or  suspended.  For accounts
      registered  in the  name of a  broker/dealer,  payment  will  normally  be
      forwarded within three business days after redemption.

The   Transfer  Agent may  delay  forwarding  a check or  making a  payment  via
      Federal Funds wire for the redemption of recently  purchased  shares,  but
      only until the purchase payment has cleared.  That delay may be as much as
      10 days from the date the shares were purchased. That delay may be avoided
      if you  purchase  shares by Federal  Funds  wire or  certified  check,  or
      arrange with your bank to provide  telephone  or written  assurance to the
      Transfer Agent that your purchase payment has cleared.

Involuntary  redemptions  of small accounts may be made by Centennial Tax Exempt
      Trust if the account  value has fallen  below $500 for reasons  other than
      the fact  that the  market  value of shares  has  dropped.  In some  cases
      involuntary   redemptions   may  be  made  to  repay  the  Distributor  or
      Sub-Distributor for losses from the cancellation of share purchase orders.


"Backup  Withholding"  of  federal  income tax may be  applied  against  taxable
      dividends,  distributions and redemption proceeds (including exchanges) if
      you fail to furnish the Trust your correct,  certified  Social Security or
      Employer  Identification Number when you sign your application,  or if you
      under-report your income to the Internal Revenue Service.


To    avoid sending duplicate copies of materials to households,  the Trust will
      mail only one copy of each  prospectus,  annual and semi-annual  report to
      shareholders having the same last name and address on the Trust's records.
      The  consolidation of these mailings,  called  householding,  benefits the
      Trust through reduced mailing expense.

      If you want to receive  multiple copies of these  materials,  you may call
      the  Transfer  Agent at  1.800.525.9310.  You may also notify the Transfer
      Agent in writing.  Individual  copies of prospectuses  and reports will be
      sent to you within 30 days after the Transfer  Agent receives your request
      to stop householding.


Dividends and Tax Information

DIVIDENDS.  Each Trust intends to declare  dividends from net investment  income
each regular business day and to pay those dividends to shareholders  monthly on
a date selected by the Board of Trustees. To maintain a net asset value of $1.00
per share, a Trust might withhold  dividends or make  distributions from capital
or  capital  gains.  Daily  dividends  will  not be  declared  or paid on  newly
purchased  shares until Federal Funds are available to a Trust from the purchase
payment for such shares.

CAPITAL  GAINS.  Each  Trust  normally  holds its  securities  to  maturity  and
therefore  will not usually pay capital  gains.  Although the Trusts do not seek
capital gains, a Trust could realize  capital gains on the sale of its portfolio
securities.  If it does, it may make  distributions out of any net short-term or
long-term  capital gains in December of each year. A Trust may make supplemental
distributions  of dividends  and capital  gains  following the end of its fiscal
year.


What  Choices Do I Have for Receiving Distributions?  For Automatic Purchase and
      Redemption   Programs,   dividends  and  distributions  are  automatically
      reinvested  in  additional  shares  of  the  selected  Trust.  For  direct
      shareholders,  when you open your  account,  you  should  specify  on your
      application how you want to receive your dividends and distributions.  You
      have four options:

o     Reinvest All  Distributions  in the Trust.  You can elect to reinvest some
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains distributions) in the selected Trust.
o     Reinvest  Capital Gains Only. You can elect to reinvest some capital gains
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains  distributions)  in the selected Trust while receiving  dividends by
      check or having them sent to your bank account.
o     Receive All  Distributions in Cash. You can elect to receive a (dividends,
      short-term capital gains or long-term capital gains  distributions)  check
      for all distributions or have them sent to your bank.
o     Reinvest  Your  Distributions  in Another  Account.  You can  reinvest all
      distributions  (dividends,  short-term  capital gains or long-term capital
      gains  distributions) in the same class of shares of another eligible fund
      account you have established.

Under  the  terms  of  Automatic   Purchase  and   Redemption   Programs,   your
broker/dealer  can  redeem  shares to  satisfy  debit  balances  arising in your
Program  Account.  If that  occurs,  you will be entitled to  dividends on those
shares as described in your Program Agreements.


TAXES.

Centennial Money Market Trust and Centennial  Government  Trust.  If your shares
      are not held in a tax-deferred  retirement account, you should be aware of
      the following  tax  implications  of investing in Centennial  Money Market
      Trust and Centennial Government Trust.  Dividends paid from net investment
      income  and  short-term  capital  gains are  taxable as  ordinary  income.
      Long-term  capital  gains are  taxable  as  long-term  capital  gains when
      distributed  to  shareholders.  It does not  matter how long you have held
      your shares.  Whether you reinvest your distributions in additional shares
      or take them in cash, the tax treatment is the same.

      Every year the Trust  will send you and the IRS a  statement  showing  the
amount of each  taxable  distribution  you received in the  previous  year.  Any
long-term capital gains  distributions will be separately  identified in the tax
information the Trust sends you after the end of the calendar year.


Centennial Tax Exempt Trust.  Exempt interest dividends paid from net investment
      income earned by the Trust on municipal securities will be excludable from
      gross income for federal income tax purposes. A portion of a dividend that
      is derived from interest paid on certain  "private  activity bonds" may be
      an item of tax  preference if you are subject to the  alternative  minimum
      tax. If the Trust earns  interest on taxable  investments,  any  dividends
      derived  from  those  earnings  will be  taxable  as  ordinary  income  to
      shareholders.


      Dividends and capital gains distributions may be subject to state or local
taxes.  Long-term  capital  gains are taxable as  long-term  capital  gains when
distributed  to  shareholders.  It does not  matter  how long you have held your
shares.  Dividends  paid from  short-term  capital gains and non-tax  exempt net
investment  income are taxable as ordinary  income.  Whether you  reinvest  your
distributions  in additional  shares or take them in cash,  the tax treatment is
the same. Every year the Trust will send you and the IRS a statement showing the
amount of any taxable  distribution you received in the previous year as well as
the amount of your tax-exempt income.

Remember,  There  May be Taxes on  Transactions.  Because  each  Trust  seeks to
      maintain a stable $1.00 per share net asset value, it is unlikely that you
      will have a capital gain or loss when you sell or exchange your shares.  A
      capital gain or loss is the difference  between the price you paid for the
      shares and the price you received when you sold them.  Any capital gain is
      subject to capital gains tax.

Returns of Capital Can Occur.  In certain cases,  distributions  made by a Trust
      may be considered a non-taxable return of capital to shareholders. If that
      occurs, it will be identified in notices to shareholders.

      This  information  is  only  a  summary  of  certain  federal  income  tax
information  about your  investment.  You should  consult  with your tax adviser
about the effect of an investment in a Trust on your particular tax situation.


<PAGE>


Financial Highlights


The  Financial  Highlights  Tables are  presented  to help you  understand  each
Trust's  financial   performance  for  the  past  five  fiscal  years.   Certain
information  reflects  financial  results for a single  Trust  share.  The total
returns in the tables  represent the rate that an investor would have earned (or
lost) on an investment in the Trusts (assuming reinvestment of all dividends and
distributions).  This  information for the past five fiscal years ended June 30,
2000,  has been  audited  by  Deloitte & Touche  LLP,  the  Trusts'  independent
auditors,  whose  report,  along  with the  Trusts'  financial  statements,  are
included in the Statements of Additional  Information,  which are available on 3
request.



<PAGE>

FINANCIAL HIGHLIGHTS
Centennial Tax Exempt Trust

<TABLE>
<CAPTION>
                                                                                  Year Ended June 30,
                                                       ---------------------------------------------------------------------
                                                          2000           1999           1998           1997           1996
                                                       ---------      ---------      ---------      ---------      ---------
<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 ..............................          .03            .03            .03            .03            .03
Dividends and/or distributions to shareholders ....         (.03)          (.03)          (.03)          (.03)          (.03)
                                                       ---------      ---------      ---------      ---------      ---------
Net asset value, end of period ....................    $    1.00      $    1.00      $    1.00      $    1.00      $    1.00
                                                       =========      =========      =========      =========      =========
TOTAL RETURN(1) ...................................         3.01%          2.61%          3.12%          3.01%          3.16%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) ...........    $   1,692      $   1,749      $   1,829      $   1,649      $   1,426
Average net assets (in millions) ..................    $   1,737      $   1,896      $   1,832      $   1,591      $   1,473
Ratios to average net assets:(2)
Net investment income .............................         2.94%          2.58%          3.07%          2.95%          3.12%
Expenses ..........................................         0.72%          0.69%          0.69%(3)       0.72%(3)       0.72%(3)
</TABLE>

1. Assumes a $1,000  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 reflect
changes in net  investment  income only.  Total returns are not  annualized  for
periods of less than one full year.

2. Annualized for periods of less than one full year.

3. Expense ratio has not been grossed up to reflect the effect of expenses paid
indirectly.





<PAGE>


INFORMATION AND SERVICES


For More Information on Centennial Money Market Trust:


The following additional information about the Trust is available without charge
upon request:

STATEMENT  OF  ADDITIONAL   INFORMATION   This  document   includes   additional
information about the Trust's investment policies,  risks, and operations. It is
incorporated by reference into this  Prospectus  (which means it is legally part
of this Prospectus).

ANNUAL  AND  SEMI-ANNUAL  REPORTS  Additional   information  about  the  Trust's
investments  and  performance is available in the Trust's Annual and Semi-Annual
Reports to  shareholders.  The Annual  Report  includes a  discussion  of market
conditions and investment  strategies  that  significantly  affected the Trust's
performance during its last fiscal year.

How to Get More Information:


You can  request  the  Statement  of  Additional  Information,  the  Annual  and
Semi-Annual Reports, and other information about the Trusts or your account:


--------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
--------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217
--------------------------------------------------------------------------------


You can also obtain copies of the Statement of Additional  Information and other
Trust  documents  and reports by visiting  the SEC's  Public  Reference  Room in
Washington,  D.C.  (Phone  1.202.942.8090)  or the EDGAR  database  on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment of
a  duplicating  fee  by  electronic  request  at  the  SEC's  e-mail  address  :
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.


No one has been authorized to provide any information about the Trust or to make
any  representations  about  the Trust  other  than  what is  contained  in this
Prospectus.  This Prospectus is not an offer to sell shares of the Trust,  nor a
solicitation  of an offer to buy shares of the Trust, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.

                                             The Trust's shares are  distributed
by:

SEC File No. 811-3391                    Centennial Asset Management Corporation
PR0170.001.1100
Printed on recycled paper



<PAGE>


APPENDIX TO THE PROSPECTUS OF

CENTENNIAL GOVERNMENT TRUST

      Graphic  material  included in Prospectus of Centennial  Government  Trust
(the "Trust") under the heading: "Annual Total Returns (as of 12/31 each year)."


      Bar chart will be included in the  Prospectus  of the Trust  depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
full calendar year since the Trust's inception as a money market fund. Set forth
below are the relevant data points that will appear on the bar chart.

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Calendar Year Ended:             Annual Total Returns
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12/31/90                         7.70%

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12/31/91                         5.85%

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12/31/92                         3.46%

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12/31/93                         2.67%

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12/31/94                         3.71%

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

12/31/95                         5.26%

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

12/31/96                         4.72%

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

12/31/97                         4.86%

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

12/31/98                         4.84%

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12/31/99                         4.43%

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