February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Integrity Funds/Reg. No. 2-76547, File No.
811-3420
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic
("EDGAR") filing made pursuant to Rule 24f-2 of the Investment
Company Act
of 1940 (the "1940 Act") on February 27, 1995 on behalf of
Oppenheimer
Investment Grade Bond Fund and Oppenheimer Value Stock Fund, the
two
series of Oppenheimer Integrity Funds (the "Fund"), accompanied by
an
opinion of counsel for the registration of additional shares of
each such
series. The filing fees of $619 and $1,917, respectively,
calculated at
the rate of 1/29 of 1% of the value of the Fund's shares sold in
excess
of the shares redeemed for the fiscal year ended December 31, 1994,
were
wired to the SEC's account at Mellon Bank on February 21, 1995 (Fed
Wire
Nos. 2733 and 2735) and referenced this filing. The Fund has
previously
registered an indefinite number of shares pursuant to Rule 24f-2.
The purpose of the Notice is to make definite the
registration of
shares in reliance on Rule 24f-2 as follows:
Oppenheimer Investment Grade Bond Fund Oppenheimer
Value Stock
Fund
Class A: 1,071,379 Class A:
1,880,960
Class B: 293,817 Class B:
499,617
Very truly
yours,
/s/ Katherine P. Feld
Katherine P.
Feld
/s/ Katherine
P. Feld
Vice
President
& Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc: Allan B. Adams, Esq.
Lynn Coluccy
Gloria LaFond
SEC/285325.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Integrity Funds
for the account of Oppenheimer Investment Grade Bond Fund
3410 South Galena Street, Denver, Colorado 80231
(Registration No. 2-76547, File No. 811-3240)
NOTICE IS HEREBY GIVEN that Oppenheimer Integrity Funds for the
account
of Oppenheimer Investment Grade Bond Fund having previously filed
by post-
effective amendment to its registration statement a declaration
that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of
1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended
December 31,
1994.
(ii) Shares registered other than pursuant to this Rule that
remained
unsold at the beginning of the above fiscal year were as
follows:
Class A: 0 Class
B: 0
(iii) Shares registered other than pursuant to this Rule during
the above
fiscal year were as follows:
Class A: 221,891 Class
B: 0
(iv) The number of shares sold during the above fiscal year
were as
follows: (1)
Class A: 1,071,379 Class
B: 293,817
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A: 1,071,379 Class
B: 293,817
Pursuant to the requirements of the Investment Company Act of 1940,
the
undersigned registrant has caused this notice to be signed on its
behalf
this 22nd day of February, 1995.
Oppenheimer Integrity
Funds
for the account of
Oppenheimer Investment Grade
Bond Fund
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
(1) The calculation of the aggregate sales price is made pursuant
to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price and redemption price for the respective class
during
the previous fiscal year as shown below, the total filing fee
(calculated
at the rate of 1/29 of 1%) is as given below. Class A shares to be
re-
registered pursuant to Rule 24e-2 total 633,129.
<TABLE>
<CAPTION>
Difference
Value of
Between Value
Value of Shares
Sold & Value Filing
Shares Sold Redeemed
Redeemed Fee
<S> <C>
<C>
Class A $11,399,405 ($17,865,173)
($6,465,768) $-0-
Class B $ 3,089,618 ($ 1,294,834)
$1,794,784 $619
Total $619
<PAGE>
SEC/285325.24F
Rule 24f-2 Notice for Oppenheimer Integrity Funds
for the account of Oppenheimer Value Stock Fund
3410 South Galena Street, Denver, Colorado 80231
(Registration No. 2-76547, File No. 811-3420)
NOTICE IS HEREBY GIVEN that Oppenheimer Integrity Funds for the
account
of Oppenheimer Value Stock Fund having previously filed by
post-effective
amendment to its registration statement a declaration that an
indefinite
number of its shares of beneficial interest were being registered
pursuant
to Rule 24f-2 of the Investment Company Act of 1940, now elects to
continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended
December 31,
1994.
(ii) Shares registered other than pursuant to this Rule that
remained
unsold at the beginning of the above fiscal year were as
follows:
Class A: 0 Class
B: 0
(iii) Shares registered other than pursuant to this Rule during
the above
fiscal year were as follows:
Class A: 0 Class
B: 0
(iv) The number of shares sold during the above fiscal year
were as
follows: (1)
Class A: 1,880,960 Class
B: 499,617
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A: 1,880,960 Class
B: 499,617
Pursuant to the requirements of the Investment Company Act of 1940,
the
undersigned registrant has caused this notice to be signed on its
behalf
this 22nd day of February, 1995.
Oppenheimer Integrity
Funds
for the account of
Oppenheimer Value Stock
Fund
By /s/ Robert G. Zack
Robert G. Zack,
Assistant Secretary
__________________
(1) The calculation of the aggregate sales price is made pursuant
to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price and redemption price for the respective class
during
the previous fiscal year as shown below, the total filing fee
(calculated
at the rate of 1/29 of 1%) is as given below. Class A shares
redeemed in
excess of shares sold to be re-registered total 43,398.
</TABLE>
<TABLE>
<CAPTION>
Difference
Value of
Between Value
Value of Shares
Sold & Value Filing
Shares Sold Redeemed
Redeemed Fee
<S> <C>
<C>
Class A $27,564,846 ($27,939,743) ($
374,897) $ -0-
Class B $ 7,201,783 ($ 1,642,398)
$ 5,559,385 $ 1,917
Total $ 1,917
</TABLE>
SEC/285325.24F
<PAGE>
MYER, SWANSON, ADAMS & WOLF,
P.C.
Attorney At Law
The Colorado State Bank
Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 22, 1995
Oppenheimer Integrity Funds
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A
and
Class B shares of the Oppenheimer Investment Grade Bond Fund series
of
Oppenheimer Integrity Funds, a business trust organized under the
laws of
the Commonwealth of Massachusetts (the "Trust"), as counsel for the
Trust,
we have examined such records and documents and have made such
further
investigation and examination as we deem necessary for the purpose
of this
opinion.
As of the end of its fiscal year, the Trust was composed of two
separate
series, the Oppenheimer Value Stock Fund and the Oppenheimer
Investment
Grade Bond Fund. This opinion is rendered in connection with only
the
Class A and Class B shares of the Oppenheimer Investment Grade Bond
Fund
series.
We are advised that during the period ending December 31, 1994, the
following shares of Class A and Class B shares of beneficial
interest in
the Oppenheimer Investment Grade Bond Fund series of the Trust were
sold
in reliance on the registration of an indefinite number of shares
pursuant
to Rule 24f-2 of the Investment Company Act of 1940:
Oppenheimer Investment Grade Bond Fund
Class A shares: 1,071,379
Class B shares: 293,817
It is our opinion that the said shares of beneficial interest in
said
series sold by the Trust in reliance on Rule 24f-2 of the
Investment
Company Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by
the
Trust.
Under Massachusetts law, shareholders of the Trust may, under
certain
circumstances, be held personally liable as partners for the
obligations
of the Trust. The Declaration of Trust does, however, contain an
express
disclaimer of shareholder liability for acts or obligations of the
Trust
and requires that notice of such disclaimer be given in each
agreement,
obligation, or instrument entered into or executed by the Trust or
the
Trustees. The Declaration of Trust provides for indemnification
out of
the trust property of any shareholder held personally liable for
the
obligations of the Trust. The Declaration of Trust also provides
that the
Trust shall, upon request, assume the defense of any claim made
against
any shareholder for any act or obligation of the Trust and satisfy
any
judgment thereon.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS &
WOLF, P.C.
<PAGE>
MYER, SWANSON, ADAMS & WOLF,
P.C.
Attorney At Law
The Colorado State Bank
Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 22, 1995
Oppenheimer Integrity Funds
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A
and
Class B shares of the Oppenheimer Value Stock Fund series of
Oppenheimer
Integrity Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), as counsel for the
Trust, we
have examined such records and documents and have made such further
investigation and examination as we deem necessary for the purpose
of this
opinion.
As of the end of its fiscal year, the Trust was composed of two
separate
series, the Oppenheimer Value Stock Fund and the Oppenheimer
Investment
Grade Bond Fund. This opinion is rendered in connection with only
the
Class A and Class B shares of the Oppenheimer Value Stock Fund
series.
We are advised that during the period ending December 31, 1994, the
following shares of Class A and Class B shares of beneficial
interest in
the Oppenheimer Value Stock Fund series of the Trust were sold in
reliance
on the registration of an indefinite number of shares pursuant to
Rule
24f-2 of the Investment Company Act of 1940:
Oppenheimer Value Stock Fund
Class A shares: 1,880,960
Class B shares: 499,617
It is our opinion that the said shares of beneficial interest in
said
series sold by the Trust in reliance on Rule 24f-2 of the
Investment
Company Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by
the
Trust.
Under Massachusetts law, shareholders of the Trust may, under
certain
circumstances, be held personally liable as partners for the
obligations
of the Trust. The Declaration of Trust does, however, contain an
express
disclaimer of shareholder liability for acts or obligations of the
Trust
and requires that notice of such disclaimer be given in each
agreement,
obligation, or instrument entered into or executed by the Trust or
the
Trustees. The Declaration of Trust provides for indemnification
out of
the trust property of any shareholder held personally liable for
the
obligations of the Trust. The Declaration of Trust also provides
that the
Trust shall, upon request, assume the defense of any claim made
against
any shareholder for any act or obligation of the Trust and satisfy
any
judgment thereon.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS &
WOLF, P.C.
