OPPENHEIMER INTEGRITY FUNDS, N14AE24/A, 1995-09-22

OPPENHEIMER INTEGRITY FUNDS
N14AE24/A, 1995-09-22

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As filed with the Securities and Exchange Commission on September 22,
1995

Registration No. 33-62261

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. / 1 /

POST-EFFECTIVE AMENDMENT NO. / /

OPPENHEIMER INTEGRITY FUNDS
(Exact Name of Registrant as Specified in Charter)

3410 South Galena Street, Denver, Colorado 80231-5099
(Address of Principal Executive Offices)

212-323-0200
(Registrant's Telephone Number)

Andrew J. Donohue, Esq.
Executive Vice President & General Counsel
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
(Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes
effective.
(Approximate Date of Proposed Public Offering)

It is proposed that this filing will become effective on October 2
1995, pursuant to Rule 488.

No filing fee is due because the Registrant has previously registered
an indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice
for the year ended December 31, 1994 was filed on February 27, 1995.

Pursuant to Rule 429, this Registration Statement relates to shares
previously registered by the REgistrant on Form N-1A (Reg. No. 2-76547;
811-3420).

<PAGE>
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:

Front Cover
Contents Page
Cross-Reference Sheet

Part A

Proxy Statement for Investment Quality Income Fund,
a series of Quest for Value Family of Funds
and
Prospectus for Oppenheimer Bond Fund

Part B

Statement of Additional Information

Part C

Other Information
Signatures
Exhibits

<PAGE>
FORM N-14
OPPENHEIMER INTEGRITY FUNDS
Cross Reference Sheet

Part A of
Form N-14
Item No. Proxy Statement and Prospectus Heading and/or Title of
Document
--------- -------------------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization; Comparison between
Bond Fund and the Fund; Miscellaneous
(b) Approval of the Reorganization - Capitalization Table
5 (a) Registrant's Prospectus; Comparison Between Bond Fund and the
Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Investment Quality Income Fund; Annual Report
of Investment Quality Income Fund; Comparison Between Bond Fund
and the Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *

Part B of
Form N-14
Item No. Statement of Additional Information Heading
--------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional Information
(b) *
(c) *
13 (a) Statement of Additional Information about Investment Quality
Income Fund
(b) *
(c) *
14 Registrant's Statement of Additional Information; Statement
of Additional Information about Investment Quality Income
Fund; Annual Report of Investment Quality Income Fund at
10/31/94; Semi-Annual Report of Investment Quality Income
Fund at 4/30/95; Registrant's Annual Report at 12/31/94;
Semi-Annual Report of Registrant at 6/30/95

Part C of
Form N-14
Item No. Other Information Heading
--------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings

_______________
* Not Applicable or negative answer

<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant / x /

Filed by a party other than the registrant / /

Check the appropriate box:

/ X / Preliminary proxy statement

/ / Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Oppenheimer Integrity Funds
------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Investment Quality Income Fund,
a series of Quest for Value Family of Funds
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

/ / Fee Computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.

(1) Amount previously paid:
------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------
(4) Date Filed:

-----------------------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.

<PAGE>

October 1995

Dear Quest for Value Investment Quality Income Fund Shareholder:

On August 17, Oppenheimer Capital signed a definitive agreement
with Oppenheimer Management Corporation (OMC). The Agreement
contemplates that OMC would acquire, subject to certain conditions, all
of the investment advisory and other contracts and business
relationships and certain assets and liabilities of Quest for Value
Advisors, Quest for Value Distributors and Oppenheimer Capital relating
to twelve Quest for Value mutual funds.

One aspect of the acquisition involves the proposed reorganization
of your fund and Oppenheimer Bond Fund. As discussed below and in the
accompanying proxy statement, your fund's Board of Trustees believes
that Quest for Value Investment Quality Income Fund shareholders would
benefit from a reorganization into Oppenheimer Bond Fund.

A shareholder meeting has been scheduled in November and all
shareholders of record on September 25, 1995 are being asked to vote
either in person or by proxy. Enclosed you will find a proxy statement
detailing the proposals, a ballot card, an Oppenheimer Bond Fund
prospectus and a postage-paid return envelope for your convenience.

What is being proposed?

As stated in the proxy statement, there is one proposal to be voted on
by fund shareholders -- approval of an:

Agreement and Plan of Reorganization for Quest for Value Investment
Quality Income Fund and the transactions contemplated by the
agreement. The proposal to reorganize your fund into Oppenheimer
Bond Fund, a fund that seeks high current income, is outlined in
the accompanying proxy statement.

As an OppenheimerFunds shareholder, you will have the ability to
exchange into any of the more than thirty Oppenheimer funds at no
charge. You will also enjoy the other benefits available to
OppenheimerFunds shareholders such as AccountLink, which links your
mutual fund and bank accounts so that you can have your money
electronically transferred to or from your bank and fund account
with none of the delays involved in writing or cashing a check.
And Oppenheimer's PhoneLink gives you access to your account 24
hours a day to make purchasing, exchanging or redeeming shares more
convenient.

Please read the accompanying prospectus of Oppenheimer Bond Fund
for conditions and details.

How do you vote?

No matter how large or small your investment, your vote is
important, so please review the proxy statement carefully. To cast
your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today.

If the reorganization is approved, you would receive shares of
Oppenheimer Bond Fund of the same class as you presently hold, equal in
dollar value to your investment in Quest for Value Investment Quality
Income Fund (as a result, the number of shares you receive will vary
from the number of fund shares you previously held, even though the
value will be the same). Of course, no sales charge would be paid on
shares received in the reorganization. In addition, you would receive
a final dividend distribution from the Quest for Value Investment
Quality Income Fund before the reorganization took place.

Please contact your financial adviser or call us at 1-800-232-FUND
if you have any questions.

Thank you for your continuing trust in allowing us to manage your
investments.

Sincerely,

Joseph M. LaMotta
Chairman of the Board and President
Quest for Value Family of Funds

<PAGE>

Preliminary Copy

QUEST FOR VALUE FAMILY OF FUNDS
INVESTMENT QUALITY INCOME FUND
One World Financial Center, New York, New York 10281
1-800-232-FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November 16, 1995

To the Shareholders of Investment Quality Income Fund:

Notice is hereby given that a Special Meeting of the Shareholders of
Investment Quality Income Fund (the "Fund"), a series of Quest for Value
Family of Funds (the "Trust"), an open-end, management investment company,
will be held at One World Financial Center, New York, New York 10281 on
the 40th Floor, at 10:00 A.M., New York time, on November 16, 1995, and
any adjournments thereof (the "Meeting"), for the following purposes:

1. To consider and vote upon approval of the Agreement and Plan of
Reorganization dated as of ____, 1995 (the "Reorganization
Agreement") by and among Oppenheimer Integrity Funds, on behalf of
Oppenheimer Bond Fund ("Bond Fund"), the Trust, on behalf of the
Fund, and Quest for Value Advisors, investment adviser to the Fund,
and the transactions contemplated thereby (the "Reorganization"),
including (i) the transfer of substantially all the assets of the
Fund to Bond Fund in exchange for Class A, Class B and Class C shares
of Bond Fund and the assumption by Bond Fund of certain liabilities
of the Fund, (ii) the distribution of such shares of Bond Fund to
shareholders of the Fund in liquidation of the Fund, and (iii) the
cancellation of the outstanding shares of the Fund (the "Proposal");
and

2. To act upon such other matters as may properly come before the
Meeting.

The Reorganization is more fully described in the accompanying Proxy
Statement and Prospectus and a copy of the Reorganization Agreement is
attached as Exhibit A thereto. Class A, Class B and Class C shareholders
of record at the close of business on September 25, 1995 are entitled to
notice of, and to vote at, the Meeting. Please read the Proxy Statement
and Prospectus carefully before telling us, through your proxy or in
person, how you wish your shares to be voted. The Board of Trustees of
the Trust recommends a vote in favor of the Reorganization. WE URGE YOU
TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,

Deborah Kaback, Secretary

_________, 1995

Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed proxy and to date, sign and
return it in the accompanying postage-paid envelope. To avoid unnecessary
duplicate mailings, we ask your cooperation in promptly mailing your proxy
no matter how large or small your holdings may be.<PAGE>
QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATION

1.What is the Reorganization?

The proposed Reorganization provides for the transfer of all the assets
of the Quest for Value Investment Quality Income (the "Fund") to the
Oppenheimer Bond Fund, the issuance of shares of the Oppenheimer Bond Fund
to shareholders of the Fund and the cancellation of the outstanding shares
of the Fund. The number of shares of the Oppenheimer Bond Fund that will
be issued to shareholders of the Fund will be determined on the basis of
the relative net asset values of the Oppenheimer Bond Fund and the Fund.
Although the number of shares of the Oppenheimer Bond Fund issued to a
shareholder of the Fund may be more or less than the shareholder's
holdings of Fund shares, the value of the shares of the Oppenheimer Bond
Fund issued in the Reorganization will be equal to the value of the shares
previously held in the Fund.

The Reorganization has been proposed in connection with a proposed
acquisition by Oppenheimer Management Corporation ("OMC") of the assets
of Quest for Value Advisors, Quest for Value Distributors and Oppenheimer
Capital relating to twelve Quest for Value mutual funds (including the
Fund) and the assumption by OMC of certain liabilities.

2.What are the reasons for the Reorganization?

After an intensive examination of the mutual fund industry, Quest for
Value Advisors and Distributors concluded that smaller fund distributors
would find it increasingly difficult to compete with larger distributors
with greater resources. Based on that conclusion, Quest for Value has
chosen to sell certain of its mutual fund related assets to OMC. OMC,
the purchaser, is seeking to merge certain of the Quest for Value funds
into certain of its funds.

3.What benefits to shareholders may result from this transaction?
The Board of the Fund determined that, among other things, the
Reorganization would afford the shareholders of the Quest Fund: 1) the
capabilities and resources of OMC and its affiliates in the area of fixed
income investment management, distribution, shareholder services and
marketing; 2) the ability to exchange their shares for a wider variety of
portfolios within the OppenheimerFunds family than are currently available
to the shareholders of the Fund; and 3) an investment in a fund which, on
a pro-forma basis, will have lower operating expenses as a percent of
average net assets than is currently the case.

4.Who is paying the expenses of the Reorganization?
All expenses of the Reorganization will be paid by Quest for Value and
Oppenheimer Management Corporation and not Quest Fund or Oppenheimer Bond
Fund shareholders.

5.Who is Oppenheimer Management Corporation?
Oppenheimer Management Corporation and its subsidiaries are engaged
principally in the business of managing, distributing and servicing
registered investment companies. Oppenheimer Management Corporation is
indirectly controlled by Massachusetts Mutual Life Insurance Company. As
of August 31, 1995, Oppenheimer Management Corporation and its affiliates
had assets of more than $36 billion under management in more than 45
mutual funds.

6.Do the OppenheimerFunds have a sales charge?
Yes, other than their money market funds. However, there will be no
commission or salesload of any kind charged in connection with this
Reorganization. The full value of your shares in the Quest Fund will be
exchanged for shares of the Oppenheimer Bond Fund. Those shareholders
who, because they were shareholders of the AMA Family of Funds or the
Unified Funds who were eligible to purchase shares of any Quest for Value
fund without a sales charge, after the Reorganization will be eligible to
purchase shares of any OppenheimerFund without a sales charge.

7.May I exchange between other OppenheimerFunds without a sales charge or
exchange fee?
Yes. As a shareholder of an OppenheimerFund, you will be able to make
exchanges into any of the other funds into any of the OppenheimerFunds
without payment of any sales charges or exchange fees. The Quest Fund
currently imposes a fee of $5 for every exchange into another Quest for
Value fund.

8.Where can I get prospectuses and other information on the
OppenheimerFunds?
Call OppenheimerFunds at 1-(800) 255-2755. They will be pleased to supply
you with all the information, including prospectuses which you will need
to make an investment decision.

9.After the Reorganization, who do I contact about my account or to
initiate a transaction in my account?
For information about your account or to initiate a transaction in your
account, you may continue to contact your registered representative at
your broker/dealer or, in the alternative, Shareholder Services, Inc. at
1-(800) 525-7048 .

10.Will this Reorganization result in any tax liability to the Quest Fund,
Oppenheimer Trust or to me as a shareholder?
The Reorganization is intended to qualify for federal income tax purposes
as a tax-free reorganization. The aggregate tax basis of the Oppenheimer
Bond Fund shares received by you will be the same as the aggregate tax
basis of your Quest Fund shares prior to the Reorganization and the
holding period of the shares of the Oppenheimer Bond Fund to be received
by you will include the period during which the Quest Fund shares
surrendered in exchange, therefore, were held.

Preliminary Copy

QUEST FOR VALUE FAMILY OF FUNDS
INVESTMENT QUALITY INCOME FUND
One World Financial Center, New York, New York 10281
1-800-232-FUND

PROXY STATEMENT

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

OPPENHEIMER BOND FUND
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048

PROSPECTUS

This Proxy Statement and Prospectus is being furnished to shareholders of
Investment Quality Income Fund (the "Fund"), a series of Quest for Value
Family of Funds (the "Trust"), an open-end, management investment company,
in connection with the solicitation by the Board of Trustees of the Trust
(the "Board") of proxies to be used at the Special Meeting of Shareholders
of the Fund, to be held at One World Financial Center, New York, New York
10281 on the 40th Floor at 10:00 A.M., New York time, on November 16,
1995, and any adjournments thereof (the "Meeting"). It is expected that
this Proxy Statement and Prospectus will be mailed to shareholders on or
about ____, 1995.

At the Meeting, shareholders of the Fund will be asked to consider and
vote upon approval of the Agreement and Plan of Reorganization, dated as
of _____, 1995 (the "Reorganization Agreement"), by and among Oppenheimer
Integrity Funds (the "Integrity Trust"), an open-end management investment
company, on behalf of Oppenheimer Bond Fund ("Bond Fund"), the Trust, on
behalf of the Fund, and Quest for Value Advisors ("QVA"), investment
adviser to the Fund, and the transactions contemplated by the
Reorganization Agreement (the "Reorganization"). The Reorganization
Agreement provides for the transfer of substantially all the assets of the
Fund to Bond Fund in exchange for Class A, Class B and Class C shares of
Bond Fund and the assumption by Bond Fund of certain liabilities of the
Fund, the distribution of such shares of Bond Fund to shareholders of the
Fund in liquidation of the Fund and the cancellation of the outstanding
shares of the Fund. A copy of the Reorganization Agreement is attached
hereto as Exhibit A and is incorporated by reference herein. As a result
of the proposed Reorganization, each Class A, Class B and Class C
shareholder of the Fund will receive that number of Class A, Class B and
Class C shares, respectively, of Bond Fund having an aggregate net asset
value equal to the net asset value of such shareholder's shares of the
Fund of that class. This transaction is being structured as a tax-free
reorganization. See "Approval of the Reorganization."

Bond Fund currently offers Class A, Class B and Class C shares. Class A
shares are sold with a sales charge imposed at the time of purchase
(certain purchases aggregating $1.0 million or more ($500,000 as to
purchases by OppenheimerFunds prototype 401(k) plans) are not subject to
a sales charge, but may be subject to a contingent deferred sales charge
("CDSC") if redeemed within 18 months of the date of purchase); Class B
shares are sold without a front-end sales charge but may be subject to a
CDSC if redeemed within six years of the date of purchase; and Class C
shares are sold without a front-end sales charge but may be subject to a
CDSC if not held for one year. Holders of Class A shares in the Fund will
receive Class A shares of Bond Fund and no sales charge will be imposed
on the Class A shares received by the Fund Class A shareholders. Holders
of Class B and Class C shares in the Fund will receive Class B and Class
C shares, respectively, of Bond Fund; any CDSC which is applicable to a
shareholder's investment will continue to apply, and, in calculating the
applicable CDSC payable upon the subsequent redemption of shares of Bond
Fund the period during which a Fund shareholder held shares of the Fund
will be counted.

Bond Fund, formerly named "Oppenheimer Investment Grade Bond Fund," is a
mutual fund that seeks a high level of current income by investing mainly
in debt instruments. The Fund seeks to provide shareholders with as high
a level of current income as is consistent with conservation of principal
through a portfolio consisting primarily of fixed income obligations.
Shareholders of the Fund should consider the differences in investment
objectives and policies of Bond Fund and the Fund, including Bond Fund's
investment policy to invest in securities rated lower than investment
grade. See "Comparison Between Bond Fund and the Fund - Comparison of
Investment Objectives, Policies and Restrictions."

Bond Fund has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form N-14 (the "Registration
Statement") relating to the registration of shares of Bond Fund to be
offered to the shareholders of the Fund pursuant to the Reorganization
Agreement. This Proxy Statement and Prospectus relating to the
Reorganization also constitutes a Prospectus of Bond Fund filed as part
of such Registration Statement. Information contained or incorporated by
reference herein relating to Bond Fund has been prepared by and is the
responsibility of Bond Fund. Information contained or incorporated by
reference herein relating to the Fund has been prepared by and is the
responsibility of the Fund.

This Proxy Statement and Prospectus sets forth concisely information about
Bond Fund that a prospective investor should know before voting on the
Reorganization. The following documents have been filed with the SEC and
are available without charge upon written request to Quest for Value
Distributors ("QVD"), the general distributor for the Fund, at P.O. Box
3567, Church Street Station, New York, New York 10277-1296, or by calling
the toll-free number for the Fund shown above: (i) a Prospectus for the
Fund, dated March 1, 1995, as revised June 30, 1995; and (ii) a Statement
of Additional Information about the Fund, dated March 1, 1995 (the "Fund
Additional Statement"). The following documents have each been filed with
the SEC, are incorporated herein by reference and are available without
charge upon written request to the transfer and shareholder servicing
agent for Bond Fund, Oppenheimer Shareholder Services ("OSS"), at P.O. Box
5270, Denver Colorado 80217, or by calling the toll-free number for Bond
Fund shown above: (i) a Prospectus for Bond Fund, dated July 10, 1995, as
supplemented July 14, 1995; and (ii) a Statement of Additional Information
relating to the Reorganization described in this Proxy Statement and
Prospectus (the "Additional Statement"), dated ____, 1995 and filed as
part of the Registration Statement, which Additional Statement includes,
among other things, the Prospectus for the Fund, the Fund Additional
Statement and a Statement of Additional Information about Bond Fund, dated
July 10, 1995, as supplemented July 14, 1995 (the "Bond Fund Additional
Statement"), which contains more detailed information about Bond Fund and
its management.

Investors are advised to read and retain this Proxy Statement and
Prospectus for future reference.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Proxy Statement and Prospectus is dated _______, 1995.
<PAGE>
TABLE OF CONTENTS
PROXY STATEMENT AND PROSPECTUS

COMPARATIVE FEE TABLES. . . . . . . . . . . . . . . . . . . . . . . . . . . .

SYNOPSIS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Parties to the Reorganization . . . . . . . . . . . . . . . . . . . . . . .
The Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Consequences of the Reorganization. . . . . . . . . . . . . . . . . . .
Investment Objectives and Policies. . . . . . . . . . . . . . . . . . . . .
Investment Advisory and Distribution Plan Fees. . . . . . . . . . . . . . .
Purchases, Exchanges and Redemptions. . . . . . . . . . . . . . . . . . . .

PRINCIPAL RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPROVAL OF THE REORGANIZATION (The Proposal) . . . . . . . . . . . . . . . .
Reasons for the Reorganization. . . . . . . . . . . . . . . . . . . . . . .
The Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Aspects of the Reorganization . . . . . . . . . . . . . . . . . . . . .
Capitalization Table (Unaudited). . . . . . . . . . . . . . . . . . . . . .

COMPARISON BETWEEN BOND FUND AND THE FUND . . . . . . . . . . . . . . . . . .
Comparison of Investment Objectives, Policies and Restrictions. . . . . . .
Special Investment Methods. . . . . . . . . . . . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . .
Bond Fund Performance . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Comparative Information. . . . . . . . . . . . . . . . . . . . .

INFORMATION CONCERNING THE MEETING. . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Record Date; Vote Required; Share Information . . . . . . . . . . . . . . .
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs of the Solicitation and the Reorganization. . . . . . . . . . . . . .

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . .
Public Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

OTHER BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXHIBIT A - Agreement and Plan of Reorganization, dated as of _____,
1995, by and among Oppenheimer Integrity Funds, on behalf of
Oppenheimer Bond Fund, Quest for Value Family of Funds, on
behalf of Investment Quality Income Fund, and Quest for Value
Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

EXHIBIT B - Purchase Price Formula Pursuant to the Acquisition
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
COMPARATIVE FEE TABLES

Transaction Charges

Shareholders pay certain expenses directly, such as sales charges and
account transaction charges. The schedule of such charges for both Bond
Fund and the Fund (collectively, the "funds") is substantially the same,
except as noted below.

Oppenheimer Bond Fund
Class A Class B Class C

Maximum Sales Charge on Purchases 4.75% None None
(as a % of offering price)
Sales Charge on Reinvested Dividends None None None
Deferred Sales Charge None(1) 5.0%(2) 1.0%(3)
(as a % of the lower of the original
purchase price or redemption proceeds)
Exchange Fee None None None

Investment Quality Income Fund
Class A Class B Class C

(1)If you invest $1 million or more (as to Bond Fund, $500,000 for
purchases by OppenheimerFunds prototype 401(k) plans) in Class A
shares, although you will generally not pay an initial sales charge,
you may have to pay a sales charge of up to 1.0% if you sell your
shares within 18 calendar months (as to Bond Fund) or 12 calendar
months (as to the Fund, with a charge of 0.50 of 1.0% assessed for
redemptions in the subsequent 12-month period), in each case from the
end of the calendar month during which you purchased those shares.
After the Reorganization, the duration of sales charges as to such
Class A shares of the Fund will be decreased from 24 months to 18
months, and the 0.50 of 1.0% charge will be assessed for redemptions
in the subsequent six-month period only.

(2)If you redeem Class B shares within six years of their purchase, you
may have to pay a contingent deferred sales charge starting at 5.0% in
the first year and declining thereafter.

(3)If you redeem Class C shares within 12 months of their purchase, you
may have to pay a 1.0% contingent deferred sales charge.

Expenses of Bond Fund and the Fund; Pro Forma Expenses

The funds each pay a variety of expenses directly for management of their
assets, administration, distribution of their shares and other services,
and those expenses are reflected in the net asset value per share of each
of Bond Fund and the Fund. The following calculations are based on the
expenses of Bond Fund and the Fund for the 12 months ended December 31,
1994 and the six months ended June 30, 1995. These amounts are shown as
a percentage of the average net assets of each class of shares of the Fund
and of Bond Fund for those periods. The pro forma fees reflect what the
fee schedules would have been at December 31, 1994 and June 30, 1995 as
if the Reorganization had occurred 12 months and six months, respectively,
prior to those dates.

<TABLE>
<CAPTION>
Oppenheimer Bond Fund
12 months ended 12/31/94 6 months ended 6/30/95(1)
Class A Class B Class C(2) Class A Class B Class C(2)
<S> <C> <C> <C> <C> <C> <C>
Management Fees(3) 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
12b-1 Fees 0.24% 0.96% 0.96% 0.25% 1.00% 1.00%
Other Expenses 0.31% 0.33% 0.33% 0.32% 0.35% 0.35%
Total Fund Operating
Expenses(3) 1.30% 2.04% 2.04% 1.32% 2.10% 2.10%

Investment Quality Income Fund
12 months ended 12/31/94 6 months ended 6/30/95(1)
Class A Class B Class C Class A Class B Class C

Management Fees(4) 0.60% 0.60% 0.60% 0.60% 0.60% 0.60%
12b-1 Fees 0.40% 1.00% 1.00% 0.40% 1.00% 1.00%
Other Expenses 0.61% 0.63% 0.63% 0.52% 0.52% 0.54%
Total Fund Operating
Expenses(4) 1.61% 2.23% 2.23% 1.52% 2.12% 2.14%

Pro Forma Combined Fund
12 months ended 12/31/94 6 months ended 6/30/95(1)
Class A Class B Class C(2) Class A Class B Class C(2)

Management Fees(3) 0.75% 0.75% 0.75% 0.75% 0.75% 0.75%
12b-1 Fees 0.24% 1.00% 1.00% 0.25% 1.00% 1.00%
Other Expenses 0.31% 0.32% 0.32% 0.31% 0.34% 0.34%
Total Fund Operating
Expenses(3) 1.30% 2.07% 2.07% 1.31% 2.09% 2.09%

</TABLE>
(1)Annualized.

(2)Class C shares of Bond Fund were first publicly offered on July 11,
1995. "Other Expenses" shown for Class C shares of Bond Fund and the
combined fund on a pro forma basis are estimates based on amounts that
would have been payable if Bond Fund Class C shares had been
outstanding for the 12 months ended December 31, 1994 and the six
months ended June 30, 1995, respectively.

(3)Management fees for Bond Fund and the pro forma combined fund have
been restated in the fee table above to reflect the increased
management fee rates paid by Bond Fund to its investment adviser,
pursuant to a new investment advisory agreement approved by
shareholders of Bond Fund at a meeting held July 10, 1995. Had this
management fee not changed, "Management Fees" (i) for the twelve
months ended December 31, 1994 would have been 0.50%, 0.50% and
0.50% of Class A, Class B and Class C average annual net assets, and
"Total Fund Operating Expenses" would have been 1.05%, 1.79% and
1.79% of Class A, Class B and Class C average annual net assets, and
(ii) for the six months ended June 30, 1995 would have been 0.49%,
0.49% and 0.49% of Class A, Class B and Class C average annual net
assets, and "Total Fund Operating Expenses" would have been 1.06%,
1.84% and 1.84% of Class A, Class B and Class C average annual net
assets. See "Investment Advisory and Distribution Plan Fees"
below.

(4)"Management Fees" and "Total Fund Operating Expenses" have been
restated to reflect the termination, effective April 24, 1995, of
a voluntary waiver by QVA of a portion of its management fee. For
the 12 months ended December 31, 1994, as to Class A, Class B and
Class C shares of the Fund, actual "Management Fees" were 0.30%,
0.30% and 0.30%, and actual "Total Fund Operating Expenses" were
1.31%, 1.93% and 1.93%, in each case of their respective average
annual net assets. For the six months ended June 30, 1995, as to
Class A, Class B and Class C shares of the Fund, actual "Management
Fees" were 0.52%, 0.52% and 0.52%, and actual "Total Fund Operating
Expenses" were 1.44%, 2.04% and 2.06%, in each case of their
respective average annual net assets.

Hypothetical Example

To attempt to show the effect of these expenses on an investment over
time, the example shown below has been created. Assume that you make a
$1,000 investment in either the Fund or Bond Fund or the new combined fund
and that the annual return is 5% and that the operating expenses for each
fund are the ones shown in the chart above for the 12 months ended
December 31, 1994 and the six months ended June 30, 1995. If you were to
redeem your shares at the end of each period shown below, your investment
would incur the following expenses by the end of each period shown:
12 Months ended 12/31/94
1 year 3 years 5 years 10 years

Oppenheimer Bond Fund
Class A Shares $60 $87 $115 $197
Class B Shares $71 $94 $130 $200(1)
Class C Shares $31 $64 $110 $237(2)

Investment Quality
Income Fund
Class A Shares $63 $96 $131 $230
Class B Shares $73 $100 $139 $241(1)
Class C Shares $33 $70 $119 $256(2)

Pro Forma Combined
Fund
Class A Shares $60 $87 $115 $197
Class B Shares $71 $95 $131 $202(1)
Class C Shares $31 $65 $111 $240(2)

If you did not redeem your investment, it would incur the following
expenses:
12 months ended 12/31/94
1 year 3 years 5 years 10 years

Oppenheimer Bond Fund
Class A Shares $60 $87 $115 $197
Class B Shares $21 $64 $110 $200(1)
Class C Shares $21 $64 $110 $237(2)

Investment Quality
Income Fund
Class A Shares $63 $96 $131 $230
Class B Shares $23 $70 $119 $241(1)
Class C Shares $23 $70 $119 $256(2)

Pro Forma Combined
Fund
Class A Shares $60 $87 $115 $197
Class B Shares $21 $65 $111 $202(1)
Class C Shares $21 $65 $111 $240(2)

If you were to redeem your shares at the end of each period shown below,
your investment would incur the following expenses by the end of each
period shown:

6 Months ended 6/30/95
1 year 3 years 5 years 10 years

Oppenheimer Bond Fund
Class A Shares $60 $87 $116 $199
Class B Shares $71 $96 $133 $205(1)
Class C Shares $31 $66 $113 $243(2)

Investment Quality
Income Fund
Class A Shares $62 $93 $126 $220
Class B Shares $72 $96 $134 $230(1)
Class C Shares $32 $67 $115 $247(2)

Pro Forma Combined
Fund
Class A Shares $60 $87 $116 $198
Class B Shares $71 $95 $132 $204(1)
Class C Shares $31 $65 $112 $242(2)

If you did not redeem your investment, it would incur the following
expenses:
6 months ended 6/30/95
1 year 3 years 5 years 10 years

Oppenheimer Bond Fund
Class A Shares $60 $87 $116 $199
Class B Shares $21 $66 $113 $205(1)
Class C Shares $21 $66 $113 $243(2)

Investment Quality
Income Fund
Class A Shares $62 $93 $126 $220
Class B Shares $22 $66 $114 $230(1)
Class C Shares $22 $67 $115 $247(2)

Pro Forma Combined
Fund
Class A Shares $60 $87 $116 $198
Class B Shares $21 $65 $112 $204(1)
Class C Shares $21 $65 $112 $242(2)

(1)The Class B expenses in years seven through ten for Bond Fund and year
nine and ten for the Fund are based on the Class A expenses shown
above, because Bond Fund and the Fund automatically convert Class B
shares into Class A shares after six years and eight years,
respectively. Long-term Class B shareholders could pay the economic
equivalent of more than the maximum front-end sales charge allowed
under applicable regulatory requirements, because of the effect of the
asset-based sales charge and contingent deferred sales charge. The
automatic conversion of Class B shares to Class A shares is designed
to minimize the likelihood that this will occur.

(2)Because of the asset-based sales charge imposed on Class C shares of
Bond Fund and the Fund, long-term shareholders of Class C shares could
bear expenses that would be the economic equivalent of an amount
greater than the maximum front-end sales charges permitted under
applicable regulatory requirements.

SYNOPSIS

The following is a synopsis of certain information contained in or
incorporated by reference in this Proxy Statement and Prospectus and
presents key considerations for shareholders of the Fund to assist them
in determining whether to approve the Reorganization. This synopsis is
only a summary and is qualified in its entirety by the more detailed
information contained in or incorporated by reference in this Proxy
Statement and Prospectus and the Exhibits hereto. Shareholders should
carefully review this Proxy Statement and Prospectus and the Exhibits
hereto in their entirety and, in particular, the current Prospectus of
Bond Fund which accompanies this Proxy Statement and Prospectus and is
incorporated by reference herein.

Parties to the Reorganization

Bond Fund is a series of Oppenheimer Integrity Funds, a diversified, open-
end, management investment company organized in 1982 as a multi-series
Massachusetts business trust. Bond Fund is located at 3410 South Galena
Street, Denver, Colorado 80231. Oppenheimer Management Corporation
("OMC") acts as investment adviser to Bond Fund. Oppenheimer Funds
Distributor, Inc. ("OFDI"), a subsidiary of OMC, acts as the distributor
of Bond Fund's shares. Additional information about Bond Fund is set
forth below.

The Fund, a diversified fund, is a series of Quest for Value Family of
Funds (the "Trust"), an open-end, management investment company organized
as a Massachusetts business trust in 1987. The Fund is located at One
World Financial Center, New York, New York 10281. QVA acts as investment
adviser to the Fund. QVD acts as the distributor of the Fund's shares.
QVA and QVD are majority-owned subsidiaries of Oppenheimer Capital, an
institutional investment manager. OMC is not related to Oppenheimer
Capital nor its affiliate, the brokerage firm Oppenheimer & Co., Inc.
Additional information about the Fund is set forth below.

The Reorganization

The Reorganization Agreement provides for the transfer of substantially
all the assets of the Fund to Bond Fund in exchange for Class A, Class B
and Class C shares of Bond Fund and the assumption by Bond Fund of certain
liabilities of the Fund. The Reorganization Agreement also provides for
the distribution of shares of Bond Fund to the Fund shareholders in
liquidation of the Fund. As a result of the Reorganization, each Fund
shareholder will receive that number of full and fractional Bond Fund
shares equal in value to such shareholder's pro rata interest in the net
assets transferred to Bond Fund as of the Valuation Date (as hereinafter
defined). Holders of Class A, Class B and Class C shares of the Fund will
receive Class A, Class B and Class C shares, respectively, of Bond Fund.
For further information about the Reorganization see "Approval of the
Reorganization" below.

For the reasons set forth below under "Approval of the Reorganization -
Reasons for the Reorganization," the Board, including the trustees who are
not "interested persons" of the Trust (the "Independent Trustees"), as
that term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), has concluded that the Reorganization is in the best
interests of the Fund and its shareholders and that the interests of
existing Fund shareholders will not be diluted as a result of the
Reorganization, and recommends approval of the Reorganization by Fund
shareholders. The Board of Trustees of Bond Fund has also approved the
Reorganization and determined that the interests of existing Bond Fund
shareholders will not be diluted as a result of the Reorganization. If
the Reorganization is not approved, the Fund will continue in existence
and the Board will determine whether to pursue alternative actions.
"Approval of the Reorganization" sets forth certain information with
respect to the background of the Reorganization, including other
transactions and agreements entered into, or contemplated to be entered
into, by OMC, QVA and their respective affiliates.

Approval of the Reorganization will require the affirmative vote of the
holders of a "majority of the outstanding voting securities" (as such term
is defined in the 1940 Act) of each of the Class A, Class B and Class C
shares of the Fund, voting separately as a class, represented in person
or by proxy at the Meeting and entitled to vote at the Meeting. See
"Information Concerning the Meeting - Record Date; Vote Required; Share
Information."

Tax Consequences of the Reorganization

As a condition to the closing of the Reorganization, the Fund and Bond
Fund will have received an opinion to the effect that the Reorganization
will qualify as a tax-free reorganization for Federal income tax purposes.
As a result of such tax-free reorganization, no gain or loss would be
recognized by the Fund, Bond Fund, or the shareholders of either fund for
Federal income tax purposes. For further information about the tax
consequences of the Reorganization, see "Approval of the Reorganization -
Tax Aspects of the Reorganization" below.

Investment Objectives and Policies

As its investment objective, Bond Fund seeks a high level of current
income by investing mainly in debt instruments. Under normal market
conditions, Bond Fund invests at least 65% of its total assets in
investment grade debt securities, U.S. Government securities, and money
market instruments and may invest up to 35% of its total assets in debt
securities rated less than investment grade. Investment grade debt
securities are those rated in one of the four highest categories by
Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), or another nationally-recognized rating organization. Such
categories are, from highest to lowest ratings, AAA, AA, A and BBB as to
S&P and Aaa, Aa, A and Baa as to Moody's. See "Comparison Between Bond
Fund and the Fund" for a discussion of certain of these ratings.
Securities rated less than investment grade (often called "junk bonds")
are considered speculative. Although non-investment grade securities
generally offer the potential for higher income than investment grade debt
securities, they may be subject to greater market fluctuations, greater
difficulty in selling them and a greater risk of default because of the
issuer's low creditworthiness. Prior to July 10, 1995, Bond Fund was
named "Oppenheimer Investment Grade Bond Fund" and its investments were
limited to investment grade bonds, U.S. Government securities and money
market instruments. Bond Fund's shareholders approved the changes in Bond
Fund's investment policies at a meeting held July 10, 1995 and these new
investment policies are described herein and in more detail in Bond Fund's
current Prospectus and the Bond Fund Additional Statement.

Bond Fund's investments may also include securities of foreign governments
and companies, mortgage-backed securities, collateralized mortgage-backed
obligations (CMOs), asset-backed securities, zero coupon securities,
preferred stock and municipal securities. Bond Fund may also write
covered calls and use certain derivative investments, including options
and futures, to enhance income and may use hedging instruments to try to
manage investment risks.

As its investment objective, the Fund seeks as high a level of current
income as is consistent with conservation of principal through a portfolio
consisting primarily of fixed-income obligations. Under normal market
conditions, at least 80% of the Fund's assets will be invested in
corporate bonds, U.S. government securities and/or mortgage-backed debt
securities rated "A" or better by Moody's or S&P or, if unrated,
considered to be of comparable quality by QVA. The Fund may invest up to
20% of its assets in the lowest category of investment grade corporate
bonds. Such bonds are deemed to have speculative elements. As with Bond
Fund, the Fund may use hedging instruments to try to manage investment
risks.

Shareholders of the Fund should consider the differences in investment
objectives and policies of the funds, including the investment policy of
Bond Fund to invest in securities rated lower than investment grade. See
"Comparison Between Bond Fund and the Fund -Comparison of Investment
Objectives, Policies and Restrictions."

Investment Advisory and Distribution Plan Fees

The funds obtain investment management services from their investment
advisers pursuant to the terms of their respective investment advisory
agreements. The management fee is payable to the investment advisers
monthly and is computed on the net asset value of each fund as of the
close of business each day. Bond Fund pays a management fee which
declines on additional assets as Bond Fund increases its asset base, at
the annual rate of 0.75% of the first $200 million of net assets, 0.72%
of the next $200 million, 0.69% of the next $200 million, 0.66% of the
next $200 million, 0.60% of the next $200 million and 0.50% of net assets
over $1 billion. The management fee payable by the Fund to QVA is at an
annual rate of 0.60% of net assets.

Both Bond Fund and the Fund have adopted separate service and/or
distribution plans pursuant to Rule 12b-1 under the 1940 Act for their
respective Class A, Class B and Class C shares. Pursuant to the plans,
Class A, Class B and Class C shares of Bond Fund and the Fund are
authorized to pay OFDI and QVD, respectively, in connection with the
distribution of shares and the servicing of shareholder accounts that hold
the fund's shares. The plans for Bond Fund and the Fund provide for
payments at a fixed rate to compensate OFDI and QVD, respectively, except
for Bond Fund's Class A service plan, which provides for reimbursement of
OFDI's expenses. The current maximum annual fee payable by shares of Bond
Fund and the Fund pursuant to their service and/or distribution plans is
(i) as to Class A shares, 0.25% (as a service fee), (ii) as to Class B
shares, 1.00% (consisting of a 0.25% service fee and a 0.75% "asset-based
sales charge") and (iii) as to Class C shares, 1.00% (consisting of a
0.25% service fee and a 0.75% "asset-based sales charge") respectively,
of average annual net assets. Class A shares of the Fund also pay QVD a
distribution fee at an annual rate of 0.15%. Class B shares of Bond Fund
automatically convert to Class A shares of Bond Fund six years after
purchase. Class B shares of the Fund automatically convert to Class A
shares of the Fund eight years after purchase. Accordingly, Class B
shareholders of the Fund pay the asset-based sales charge on their shares
for a longer period than Bond Fund Class B shareholders.

Purchases, Exchanges and Redemptions

Purchases. Purchases of shares of Bond Fund and the Fund may be made
directly through the distributor for Bond Fund or the transfer agent for
the Fund, respectively, or through any dealer, broker or financial
institution that has a sales agreement with the distributor for such fund
(initial purchases of Fund shares must be made through such dealer, broker
or institution). In addition, a shareholder of Bond Fund may purchase
shares automatically from an account at a domestic bank or other financial
institution under the "OppenheimerFunds AccountLink" service. Class A
shares of both Bond Fund and the Fund generally are sold subject to an
initial sales charge and Class B and Class C shares generally are sold
without a front-end sales charge but may be subject to a CDSC upon
redemption. See "Comparative Fee Tables -- Transaction Charges" above for
a complete description of such sales charges.

The Class A Bond Fund shares to be issued under the Reorganization
Agreement will be issued by Bond Fund at net asset value without a sales
charge. The sales charge on Class A shares of Bond Fund will only affect
shareholders of the Fund to the extent that they desire to make additional
purchases of Class A shares of Bond Fund in addition to the shares which
they will receive as a result of the Reorganization. Future dividends and
capital gain distributions of Bond Fund, if any, may be reinvested without
sales charge. The Class B and Class C shares of Bond Fund to be issued
under the Reorganization Agreement will be issued at net asset value and,
along with Class A shares of Bond Fund to be issued under the
Reorganization Agreement, will be deemed aged to the same level as the
shareholder's existing Fund Class A, Class B and Class C shares. Bond
Fund has undertaken that any Fund shareholders entitled to a waiver of or
exemption from sales charges pursuant to the policy stated in the Fund's
Prospectus dated March 1, 1995, as revised June 30, 1995, shall continue
to be entitled to such waiver or exemption as a shareholder of Bond Fund
after the Reorganization so long as they continue to meet the applicable
eligibility criteria. Other Oppenheimer funds shall also provide such
waivers and exemptions upon implementation of appropriate prospectus
disclosure.

Exchanges. Shareholders of Bond Fund and the Fund may exchange their
shares at net asset value for shares of the same class of mutual funds
distributed by OFDI and QVD, respectively, subject to certain conditions.
Bond Fund offers an automatic exchange plan providing for systematic
exchanges from Bond Fund of a specified amount for shares of the same
class of other funds within the OppenheimerFunds family.

Redemptions. Class A shares of the funds may be redeemed without charge
at their respective net asset values per share calculated after the
redemption order is received and accepted; however, certain large
investments in Class A shares that were exempt from the front-end sales
charge upon purchase may be subject to a CDSC upon redemption. See
"Comparative Fee Tables -- Transaction Charges" above. Class B shares of
the funds may be redeemed at their net asset value per share, subject to
a maximum CDSC of 5.0% for redemptions occurring within six years of
purchase. Class C shares of both funds may be redeemed at their net asset
value per share, subject to a CDSC of 1.00% if such shares are redeemed
during the first 12 months following their purchase.

Shareholders of Bond Fund may reinvest redemption proceeds of Class A
shares on which an initial sales charge was paid, or Class A or Class B
shares on which a CDSC was paid, within six months of a redemption at net
asset value in Class A shares of Bond Fund or any of numerous mutual funds
within the OppenheimerFunds family. This privilege is not applicable to
Class C Bond Fund shares. Shareholders of the Fund that reinvest
redemption proceeds of Class A, Class B or Class C shares in another fund
in the Quest Funds family within 60 days will be reinstated as a
shareholder with the same privileges regarding the non-payment of sales
charges that apply to exchanges. Shareholders of the funds may redeem
their shares by written request or by telephone request in certain stated
amounts, or they may arrange to have share redemption proceeds wired, for
a fee, to a pre-designated account at a U.S. bank or other financial
institution that is an automated clearing house ("ACH") member.
Checkwriting privileges on Class A shares of Bond Fund are also available.
Bond Fund may redeem accounts valued at less than $1,000 if the account
has fallen below such stated amount for reasons other than market value
fluctuations. The funds offer automatic withdrawal plans providing for
systematic withdrawals of a specified amount from the fund account.

PRINCIPAL RISK FACTORS

In evaluating whether to approve the Reorganization and invest in Bond
Fund, shareholders should carefully consider the following summary of risk
factors, relating to both Bond Fund and the Fund, in addition to the other
information set forth in this Proxy Statement and Prospectus. A complete
description of risk factors for each fund is set forth in the Prospectuses
of the funds and their respective Statements of Additional Information.

As a general matter, Bond Fund and the Fund are intended for investors
seeking high current income and not for investors seeking capital
appreciation. There is no assurance that either Bond Fund or the Fund
will achieve its investment objective and investment in the funds is
subject to investment risks, including the possible loss of the principal
invested. As described below, Bond Fund generally invests a certain
percentage of its assets in high-yield, lower-rated securities. The Fund
may not invest in securities that are rated below investment grade.
Accordingly, investors should consider the additional risk potential of
this investment policy of Bond Fund.

Investment in Debt Securities

The funds both seek their investment objective through investments
primarily in debt securities. Debt securities are subject to interest
rate risk and credit risk. Interest rate risk relates to fluctuations in
market value due to changes in prevailing interest rates. When prevailing
interest rates fall, the values of already-issued debt securities
generally rise. When interest rates rise, the values of already-issued
debt securities generally decline. The magnitude of these fluctuations
will often be greater for longer-term debt securities than shorter-term
debt securities. Changes in the value of securities held by a fund mean
that the fund's share prices can go up or down when interest rates change,
because of the effect of the change on the value of the fund's portfolio
of debt securities.

Credit risk relates to the ability of the issuer of a debt security to
make interest or principal payments on the security as they become due.
Generally, higher-yielding, lower-rated bonds are subject to greater
credit risk than higher-rated bonds. Securities issued or guaranteed by
the U.S. government are subject to little, if any, credit risk. Bond Fund
is permitted to invest up to 35% of its total assets in debt securities
rated less than investment grade or, if unrated, judged by OMC to be of
comparable quality to such lower-rated debt securities (often called "junk
bonds"). However, OMC anticipates that Bond Fund would generally invest
no more than 25% of its total assets in non-investment grade debt
securities. Such securities are speculative and involve greater risk than
investment grade debt securities. They may be less liquid than higher-
rated securities. If Bond Fund were forced to sell a lower-grade debt
security during a period of rapidly declining prices, it might experience
significant losses especially if a substantial number of other holders
decide to sell at the same time. Other risks may involve the default of
the issuer or price changes in the issuer's securities due to change in
the issuer's financial strength or economic conditions. The Fund may not
invest in non-investment grade debt although up to 20% of the Fund's
assets may be invested in the lowest category of investment grade bonds,
which bonds are deemed to have speculative elements.

The funds may invest in mortgage-backed securities which securities are
subject to prepayment risks. The effective maturity of a mortgage-backed
security may be shortened by unscheduled or early payment of principal and
interest on the underlying mortgages. This may result in greater price
and yield volatility than traditional fixed-income securities that have
a fixed maturity and interest rate. The principal that is returned may
be invested in instruments having a higher or lower yield than the prepaid
instruments depending on then-current market conditions. Such securities
therefore may be less effective as a means of "locking in" attractive
long-term interest rates and may have less potential for appreciation
during periods of declining interest rates than conventional bonds with
comparable stated maturities. If the funds buy mortgage-backed securities
at a premium, prepayments of principal and foreclosures of mortgages may
result in some loss of the fund's principal investment to the extent of
the premium paid. The value of mortgage-backed securities may also be
affected by changes in the market's perception of the creditworthiness of
the entity issuing or guaranteeing them or by changes in government
regulations and tax policies.

The funds may invest in collateralized mortgage obligations ("CMOs").
Investments by the Fund in CMOs must be of high quality as determined by
the Board. CMOs may be issued in a variety of classes or series
("tranches"). The principal value of certain CMO tranches may be more
volatile and less liquid than other types of mortgage-related securities,
because of the possibility that the principal value of the CMOs may be
prepaid earlier than the maturity of the CMOs as a result of prepayments
of the underlying mortgage loans by the borrowers.

Bond Fund may also invest in "stripped" mortgage-backed securities of
CMOs. Stripped mortgage-backed securities usually have two classes. The
classes receive different proportions of the interest and principal
distributions on the pool of mortgage assets that act as collateral for
the security. In certain cases, one class will receive all of the
interest payments (and is known as an "I/O"), while the other class will
receive all of the principal payments (and is known as a "P/O"). The
yield to maturity on the class that receives only interest is extremely
sensitive to the rate of payment of the principal on the underlying
mortgages. Principal prepayments increase that sensitivity. Stripped
securities that pay "interest only" are therefore subject to greater price
volatility when interest rates change, and they have the additional risk
that if the underlying mortgages are prepaid, the fund will lose the
anticipated cash flow from the interest on the prepaid mortgages. That
risk is increased when general interest rates fall, and in times of
rapidly falling interest rates, the fund might receive back less than its
investment in such I/Os. The value of "principal only" securities
generally increases as interest rates decline and prepayment rates rise.
The price of these securities is typically more volatile than that of
coupon-bearing bonds of the same maturity.

Foreign Securities

The funds may generally invest without limit in debt securities of foreign
governments and foreign companies. Some of the foreign debt securities
Bond Fund may invest in, such as emerging market debt, have speculative
characteristics. There are certain risks of foreign investing. For
example, foreign issuers are not required to use generally-accepted
accounting principles. If foreign securities are not registered for sale
in the U.S. under U.S. securities laws, the issuer does not have to comply
with the disclosure requirements of our laws, which are generally more
stringent than foreign laws. The values of foreign securities investments
will be affected by other factors, including exchange control regulations
or currency blockage and possible expropriation or nationalization of
assets. There are risks of changes in foreign currency values. The funds
may purchase securities denominated in foreign currencies; accordingly,
a change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of a fund's securities
denominated in that currency. The currency rate change will also affect
its income available for distribution. Although the funds' investment
income from foreign securities may be received in foreign currencies, the
funds will be required to absorb the cost of currency fluctuations. If
a fund suffers a loss on foreign currencies after it has distributed its
income during the year, the fund may find that it has distributed more
income than was available from actual investment income. There may also
be changes in governmental administration or economic or monetary policy
in the U.S. or abroad that can affect foreign investing. In addition, it
is generally more difficult to obtain court judgments outside the United
States if the fund has to sue a foreign broker or issuer. Additional
costs may be incurred because foreign broker commissions are generally
higher than U.S. rates, and there are additional custodial costs
associated with holding securities abroad.

Repurchase Agreements

The funds may enter into repurchase agreements of seven days or less
without limit and may cause up to 10% of their respective net assets to
be subject to repurchase agreements having a maturity beyond seven days.
Repurchase agreements must be fully collateralized. However, if the
vendor fails to pay the resale price on the delivery date, the funds may
experience costs or delays in disposing of the collateral and may
experience losses to the extent that the proceeds from the sale of the
collateral is less than the repurchase price.

Options, Futures and Interest Rate Swaps; Derivatives

The funds may purchase and sell certain kinds of futures contracts and
options on such contracts for hedging purposes. Bond Fund may also
purchase and sell put and call options, options on broadly-based stock or
bond indices and foreign currency and forward contracts and enter into
interest rate swap agreements. The foregoing instruments, referred to as
"hedging instruments," may be considered derivative investments. Bond
Fund may also invest in certain derivative investments to enhance income.
Hedging instruments and derivative investments and their special risks are
described below in "Comparison Between Bond Fund and the Fund."

APPROVAL OF THE REORGANIZATION
(The Proposal)

Background

Oppenheimer Capital, in the course of a review of its business, recently
concluded that it should concentrate on its core investment management
business and not continue in the retail distribution of mutual funds.
Oppenheimer Capital is the parent of QVA. The retail mutual fund market
requires significant assets per fund and in the aggregate for a mutual
fund family to cover normal costs, significant capital investment in new
products and services, financing for Class B and Class C shares and sales
support. Consequently, it has become increasingly difficult for a
relatively small mutual fund operation, with assets under $10 billion, to
compete. Sometime after this determination was made, representatives of
OMC approached Oppenheimer Capital about acquiring certain of its mutual
fund assets. Representatives of OMC, Oppenheimer Capital, QVD and QVA
held meetings beginning in April 1995. Following the negotiation of the
terms of an acquisition agreement and related agreements, an acquisition
agreement (the "Acquisition Agreement") was executed by OMC, Oppenheimer
Capital, QVD and QVA on August 17, 1995.

The Reorganization described in this Proxy Statement and Prospectus is one
aspect of the overall Acquisition (as hereinafter defined) contemplated
by the Acquisition Agreement described below. The consummation of the
Acquisition is one condition, among others, to the closing of the
Reorganization. Accordingly, unless the parties otherwise agree, the
Reorganization may not be effected, despite shareholder approval, if the
Acquisition does not close. In such case, the Fund will continue in
existence and the Board will take such further action as it, in its
discretion, deems necessary or advisable. The description of the
Acquisition Agreement set forth below is a summary only.

Acquisition Agreement

The Acquisition Agreement contemplates the sale to OMC of substantially
all the assets (the "Purchased Assets") of QVA, QVD and Oppenheimer
Capital (collectively, the "Companies") relating to twelve Quest For Value
mutual funds (the "Acquired Funds") and the assumption by OMC of certain
liabilities of the Companies with respect to the Acquired Funds (the
"Assumed Liabilities") (the foregoing, the "Acquisition"). The
Acquisition Agreement contemplates that six of the Acquired Funds
(including the Fund) will be reorganized with certain mutual funds
currently advised by OMC (the "Reorganized Funds") and the remaining six
Acquired Funds will enter into investment advisory agreements with OMC (or
its designee) and OMC (or its designee) will thereupon enter into
subadvisory agreements with QVA for the benefit of each such fund (the
"Continuing Funds").

The purchase price for the Purchased Assets will be calculated pursuant
to the formula set forth on Exhibit B hereto. If the Acquisition had been
consummated on July 31, 1995, QVA estimates that the purchase price (which
includes the initial purchase payment payable at closing, the amount of
certain assumed liabilities, certain commissions and a deferred cash
payment) would have been approximately $50 million. The actual purchase
price may be lower depending upon changes in the net asset value of the
Acquired Funds.

A condition to the obligation of OMC to close under the Acquisition
Agreement (the "Acquisition Closing") is the approval of the
reorganizations of the Reorganized Funds (including the Reorganization
described in this Proxy Statement and Prospectus) and the approval of the
investment advisory agreements and subadvisory agreements with the
Continuing Funds by shareholders that have in the aggregate at least 75%
of the closing net assets of all Acquired Funds. A condition to the
obligation of the Companies to close under the Acquisition Agreement
(which condition has been satisfied) is that the directors or trustees of
the Continuing Funds and the Reorganized Funds have adopted a resolution
that for a period of three years after the Acquisition Closing, at least
75% of the members of the board of each such fund will not be "interested
persons" (as defined in the 1940 Act) of the investment adviser or
subadviser for such fund or "interested persons" (as defined in the 1940
Act) of QVA, the predecessor investment adviser as to the Continuing
Funds. The Acquisition Agreement sets forth certain other conditions to
each party's obligation to close.

The Companies have agreed pursuant to an Agreement Not to Compete not to
sponsor, manage or distribute any open- end or closed-end management
investment company registered under the 1940 Act or any similar law in
Canada (except for certain identified investment companies or types of
investment companies) and not to sell, underwrite or assist in the
distribution of shares of any such funds for a period to end on the
earlier of (i) the third anniversary of the date on which there is no
effective sub-advisory agreement between OMC and QVA or (ii) the eighth
anniversary of the Acquisition Closing. OMC and the Companies have agreed
to indemnify the other for certain liabilities.

Board Approval of the Reorganization

At its meeting on June 22, 1995 the Board, including the Independent
Trustees, unanimously approved the Reorganization and the Reorganization
Agreement, determined that the Reorganization is in the best interests of
the Fund and its shareholders and resolved to recommend that Fund
shareholders vote for approval of the Reorganization. The Board further
determined that the Reorganization would not result in dilution of the
Fund's shareholders' interests.

In evaluating the Reorganization, the Board requested and reviewed, with
the assistance of independent legal counsel, materials furnished by OMC
and QVA. These materials included financial statements as well as other
written information regarding OMC and its personnel, operations and
financial condition. The Board also reviewed the same type of information
about QVA. Consideration was given to comparative information concerning
other mutual funds with similar investment objectives to the Fund and Bond
Fund, including information prepared by Lipper Analytical Services, Inc.
and Management Practice Inc. The Board also considered information with
respect to the relative historical performance of the funds. The Board
also reviewed and discussed the terms and provisions of the investment
advisory agreement pursuant to which OMC provides investment management
services to Bond Fund and compared them to the existing management
arrangements for the Fund as well as the management arrangements of other
mutual funds, particularly with respect to the allocation of various types
of expenses, levels of fees and resulting expense ratios.

In reaching its determination, the Board gave careful consideration to the
following factors, among others: the Reorganization would afford the
shareholders of the Fund the capabilities and resources of OMC and its
affiliates in the area of investment management, distribution, shareholder
servicing and marketing; the ability of the shareholders of the Fund to
exchange their shares for a wider variety of portfolios within the
OppenheimerFunds family with differing investment objectives than are
currently available to shareholders of the Fund; the terms and conditions
of the Reorganization (including that there would be no sales charge
imposed in effecting the Reorganization, the Reorganization was intended
to qualify as a tax-free exchange and all expenses of the Reorganization
would be paid by QVA and OMC in the amounts incurred by them and the
respective fund); and the similarity and differences of the investment
objectives, policies and methods of the Fund and Bond Fund.

The Board also considered that the annual operating expenses for Bond Fund
are lower, as a percentage of assets, and would be lower on a pro forma
basis after giving effect to the Reorganization, than the operating
expenses of the Fund, resulting in a savings to Fund shareholders. For
operating expenses and other expense information relating to Bond Fund and
the Fund, see "Comparative Fee Tables - Expenses of Bond Fund and the
Fund; Pro Forma Expenses." Further, since Class B shares of Bond Fund
automatically convert to Class A shares after six years, as compared to
a conversion of Class B shares of the Fund after eight years, Class B Fund
shareholders would benefit from the earlier conversion to a Class that
does not bear an annual asset-based sales charge. In addition, the Board
determined that the purchase, exchange and redemption procedures and
privileges provided by Bond Fund are comparable to those of the Fund and
that Fund shareholders currently exempt from payment of certain
transaction-based sales charges will continue to be so exempt as
shareholders of Bond Fund.

The Bond Fund Board of Trustees, including the trustees who are not
"interested persons" of Bond Fund, unanimously approved the Reorganization
and the Reorganization Agreement and determined that the Reorganization
is in the best interests of Bond Fund and its shareholders. The Bond Fund
Board further determined that the Reorganization would not result in
dilution of the Bond Fund shareholders' interests. The Bond Fund Board
considered, among other things, that an increase in Bond Fund's asset base
as a result of the Reorganization could benefit Bond Fund shareholders due
to the economies of scale available to a larger fund. These economies of
scale should result in slightly lower costs per account for each Bond Fund
shareholder through lower operating expenses and transfer agency expenses.

The Reorganization

The following summary of the Reorganization Agreement is qualified in its
entirety by reference to the Reorganization Agreement (a copy of which is
set forth in full as Exhibit A to this Proxy Statement and Prospectus).
The Reorganization Agreement contemplates a reorganization under which (i)
substantially all of the assets of the Fund would be transferred to Bond
Fund in exchange for Class A, Class B and Class C shares of Bond Fund and
the assumption by Bond Fund of certain liabilities of the Fund, (ii) the
Class A, Class B and Class C shares would be distributed among the
respective Class A, Class B and Class C shareholders of the Fund in
liquidation of the Fund and (iii) the outstanding shares of the Fund would
be cancelled. Prior to the Closing Date (as hereinafter defined), the
Fund will endeavor to discharge all of its liabilities and obligations
when and as due prior to such date. Bond Fund will not assume any
liabilities or obligations of the Fund other than those reflected on an
unaudited statement of assets and liabilities of the Fund prepared as of
the Valuation Date and that are agreed to by Bond Fund. In this regard,
the Fund will retain a cash reserve (the "Cash Reserve") in an amount
which is deemed sufficient in the discretion of the Board for the payment
of (a) the Fund's expenses of liquidation and (b) the Fund's liabilities,
other than those assumed by Bond Fund. The number of full and fractional
Class A, Class B and Class C shares of Bond Fund to be issued to the Fund
will be determined on the basis of Bond Fund's and the Fund's relative net
asset values per Class A, Class B and Class C shares, respectively,
computed as of the close of business of the New York Stock Exchange, Inc.
on the business day preceding the Closing Date (the "Valuation Date").
The Closing Date for the Reorganization will be the date of the closing
of the Acquisition under the Acquisition Agreement (or such other day and
time as may be mutually agreed upon in writing).

OMC will utilize the valuation procedures set forth in the Prospectus and
Statement of Additional Information of Bond Fund to determine the value
of the Fund's assets to be transferred to Bond Fund pursuant to the
Reorganization, the value of Bond Fund's assets and the net asset value
of each class of shares of Bond Fund. Such values will be computed by OMC
as of the Valuation Date in a manner consistent with its regular practice
in pricing Bond Fund.

The Reorganization Agreement provides for coordination between the funds
as to their respective portfolios so that, on and after the Closing Date,
Bond Fund will be in compliance with all of its investment policies and
restrictions. The Fund will recognize capital gain or loss on any sales
made pursuant to this condition. As noted in "Tax Aspects of the
Reorganization" below, if the Fund realizes net gain from the sale of
securities, such gain, to the extent not offset by capital loss carry-
forwards, will be distributed to shareholders prior to the Closing Date
and will be taxable to shareholders as capital gain.

Contemporaneously with the closing, the Fund will be liquidated (except
for the Cash Reserve) and the Fund will distribute or cause to be
distributed pro rata to Fund shareholders of record as of the close of
business on the Valuation Date the full and fractional Bond Fund shares
of each class received by the Fund. Upon such liquidation all issued and
outstanding shares of the Fund will be cancelled on the Fund's books and
Fund shareholders will have no further rights as shareholders of the Fund.
To assist the Fund in the distribution of Bond Fund shares, Bond Fund
will, in accordance with a shareholder list supplied by the Fund, cause
Bond Fund's transfer agent to credit and confirm an appropriate number of
shares of Bond Fund to each shareholder of the Fund. Certificates for
shares of Bond Fund will be issued upon written request of a former
shareholder of the Fund but only for whole shares with fractional shares
credited to the name of the shareholder on the books of Bond Fund. Former
shareholders of the Fund who wish certificates representing their shares
of Bond Fund must, after receipt of their confirmations, make a written
request to Oppenheimer Shareholder Services, P.O. Box 5270, Denver,
Colorado 80217. Shareholders of the Fund holding certificates
representing their shares will not be required to surrender their
certificates to anyone in connection with the Reorganization. After the
Reorganization, however, it will be necessary for such shareholders to
surrender such certificates in order to redeem, transfer, pledge or
exchange any shares of Bond Fund. After the closing of the
Reorganization, the Fund will not conduct any business except in
connection with the winding up of its affairs. Under the Reorganization
Agreement, within one year after the Closing Date, the Fund shall: either
(i) transfer any remaining amount of the Cash Reserve to Bond Fund, if
such remaining amount is not material (as defined below) or (ii)
distribute such remaining amount to the shareholders of the Fund who were
such on the Valuation Date. Such remaining amount shall be deemed to be
material if the amount to be distributed, after deducting the estimated
expenses of the distribution, equals or exceeds one cent per share of the
number of Fund shares outstanding on the Valuation Date.

The consummation of the Reorganization is subject to the conditions set
forth in the Reorganization Agreement, including, without limitation,
approval of the Reorganization by the Fund's shareholders.
Notwithstanding approval of the Fund's shareholders, the Reorganization
may be terminated at any time at or prior to the Closing Date (i) by
mutual written consent of the Trust, on behalf of the Fund, and Integrity
Trust, on behalf of Bond Fund, (ii) by the Trust, on behalf of the Fund,
or Integrity Trust, on behalf of Bond Fund if the closing shall not have
occurred on or before February 29, 1996, or (iii) by the Trust, on behalf
of the Fund, or Integrity Trust, on behalf of Bond Fund upon a material
breach by the other (and, with respect to Bond Fund, a material breach by
QVA) of any representation, warranty, covenant or agreement contained
therein to be performed on or prior to the Closing Date, if a condition
therein expressed to be precedent to the obligations of the terminating
party has not been met and it reasonably appears that it will not or
cannot be met prior to the Closing Date or the Acquisition is not
consummated. Termination of the Reorganization Agreement will terminate
all obligations of the parties thereto (other than a confidentiality
obligation of Bond Fund with respect to information relating to the Fund
and the obligation of Bond Fund to return certain books and records to the
Fund) without liability except, in the event of a termination pursuant to
(iii) above, any party in breach (other than a breach due to the Fund's
shareholders not approving the Reorganization) of the Reorganization
Agreement (or the Acquisition Agreement, if applicable) will, upon demand,
reimburse the non-breaching party for all reasonable out-of-pocket fees
and expenses incurred in connection with the transactions contemplated by
the Reorganization Agreement.

Approval of the Reorganization will require the vote specified below in
"Information Concerning the Meeting - Record Date; Vote Required; Share
Information." If the Reorganization is not approved by the shareholders
of the Fund, the trustees of the Trust will consider other possible
courses of action.

Tax Aspects of the Reorganization

At or prior to the Closing Date, the Fund will declare a dividend in an
amount large enough so that it will have declared a dividend of all of its
investment company taxable income and net capital gain, if any, for the
taxable period ending with its dissolution (determined without regard to
any deduction for dividends paid). Such dividends will be included in the
taxable income of the Fund's shareholders as ordinary income and capital
gain, respectively.

The exchange of the assets of the Fund for Class A, Class B and Class C
shares of Bond Fund and the assumption by Bond Fund of certain liabilities
of the Fund is intended to qualify for Federal income tax purposes as a
tax-free reorganization under Section 368(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code"). The Fund has represented to Price
Waterhouse LLP, tax adviser to the Fund, that, to the Fund's best
knowledge, there is no plan or intention by any Fund shareholder who owns
5% or more of the Fund's outstanding shares, and, to the Fund's best
knowledge, there is no plan or intention on the part of the remaining Fund
shareholders, to redeem, sell, exchange or otherwise dispose of a number
of Bond Fund shares received in the transaction that would reduce the Fund
shareholders' ownership of Bond Fund Class A, Class B and Class C shares
to a number of shares having a value, as of the Closing Date, of less than
50% of the value of all the formerly outstanding Fund shares as of the
same date. The Fund and Bond Fund have each further represented to Price
Waterhouse LLP the fact that, as of the Closing Date, the Fund and Bond
Fund will qualify as regulated investment companies or will meet the
diversification test of Section 368(a)(2)(F)(ii) of the Code.

As a condition to the closing of the Reorganization, Bond Fund and the
Fund will receive the opinion of Price Waterhouse LLP to the effect that,
based on the Reorganization Agreement, the above representations and other
representations as such firm shall reasonably request, existing provisions
of the Code, Treasury Regulations issued thereunder, current Revenue
Rulings, Revenue Procedures and court decisions, for Federal income tax
purposes:

1. The transfer of substantially all of the Fund's assets in
exchange for Class A, Class B and Class C shares of Bond Fund and the
assumption by Bond Fund of certain identified liabilities of the Fund
followed by the distribution by the Fund of Class A, Class B and
Class C shares of Bond Fund to the Fund shareholders in exchange for
their Fund shares will constitute a "reorganization" within the
meaning of Section 368(a)(1) of the Code and the Fund and Bond Fund
will each be a "party to the reorganization" within the meaning of
Section 368(b) of the Code.

2. Pursuant to Section 1032 of the Code, no gain or loss will be
recognized by Bond Fund upon the receipt of the assets of the Fund
solely in exchange for Class A, Class B and Class C shares of Bond
Fund and the assumption by Bond Fund of the identified liabilities
of the Fund.

3. Pursuant to Section 361(a) of the Code, no gain or loss will be
recognized by the Fund upon the transfer of the assets of the Fund
to Bond Fund in exchange for Class A, Class B and Class C shares of
Bond Fund and the assumption by Bond Fund of the identified
liabilities of the Fund or upon the distribution of Class A, Class
B and Class C shares of Bond Fund to the Fund shareholders in
exchange for the Fund shares.

4. Pursuant to Section 354(a) of the Code, no gain or loss will be
recognized by the Fund shareholders upon the exchange of the Fund
shares for the Class A, Class B and Class C shares of Bond Fund.

5. Pursuant to Section 358 of the Code, the aggregate tax basis for
Class A, Class B and Class C shares of Bond Fund received by each
Fund shareholder pursuant to the Reorganization will be the same as
the aggregate tax basis of the Fund shares held by each such Fund
shareholder immediately prior to the Reorganization.

6. Pursuant to Section 1223 of the Code, the holding period of Class
A, Class B and Class C shares of Bond Fund to be received by each
Fund shareholder will include the period during which the Fund shares
surrendered in exchange therefor were held (provided such Fund shares
were held as capital assets on the date of the Reorganization).

7. Pursuant to Section 362(b) of the Code, the tax basis of the
assets of the Fund acquired by Bond Fund will be the same as the tax
basis of such assets of the Fund immediately prior to the
Reorganization.

8. Pursuant to Section 1223 of the Code, the holding period of the
assets of the Fund in the hands of Bond Fund will include the period
during which those assets were held by the Fund.

9. Bond Fund will succeed to and take into account the items of the
Fund described in Section 381(c) of the Code, including the earnings
and profits, or deficit in earnings and profits, of the Fund as of
the date of the transactions. Bond Fund will take these items into
account subject to the conditions and limitations specified in
Sections 381, 382, 383 and 384 of the Code and applicable regulations
thereunder.

Shareholders of the Fund should consult their tax advisors regarding the
effect, if any, of the Reorganization in light of their individual
circumstances. Since the foregoing discussion only relates to the Federal
income tax consequences of the Reorganization, shareholders of the Fund
should also consult their tax advisers as to state and local tax
consequences, if any, of the Reorganization.

Capitalization Table (Unaudited)

The table below sets forth the capitalization of Bond Fund and the Fund
and indicates the pro forma combined capitalization as of June 30, 1995
as if the Reorganization had occurred on that date.

Net Asset
Shares Value
Net Assets Outstanding Per Share

Oppenheimer Bond Fund*
Class A Shares $118,864,206 10,995,949 $10.81
Class B Shares 7,700,818 712,334 10.81

Investment Quality
Income Fund
Class A Shares 47,384,068 4,417,757 10.73
Class B Shares 10,751,740 1,002,425 10.73
Class C Shares 3,543,606 330,312 10.73

Pro Forma Combined
Fund**
Class A Shares 166,248,274 15,379,305 10.81
Class B Shares 18,452,558 1,706,945 10.81
Class C Shares 3,543,606 327,809 10.81

------------------
* Class C shares of Bond Fund were first publicly offered on July 11,
1995. Accordingly, information with respect to Class C shares of Bond
Fund is not reflected in this part of the table above.

**Reflects issuance of 4,383,356 Class A shares, 994,611 Class B shares
and 327,809 Class C shares of Bond Fund in a tax-free exchange for the
net assets of the Fund, aggregating $47,384,068, $10,751,740 and
$3,543,606 for Class A, Class B and Class C shares, respectively, of the
Fund.

The pro forma ratio of expenses to average annual net assets of the
combined funds at June 30, 1995 would have been 1.31% with respect to
Class A shares, 2.09% with respect to Class B shares and 2.09% with
respect to Class C shares.

COMPARISON BETWEEN BOND FUND AND THE FUND

Comparative information about Bond Fund and the Fund is presented below.
More complete information about Bond Fund and the Fund is set forth in
their respective Prospectuses (which, as to Bond Fund, accompanies this
Proxy Statement and Prospectus and is incorporated herein by reference)
and Statements of Additional Information. To obtain copies, see
"Miscellaneous - Public Information."

Comparison of Investment Objectives, Policies and Restrictions

As its investment objective, Bond Fund seeks a high level of current
income by investing mainly in debt instruments. As its investment
objective, the Fund seeks to provide shareholders with as high a level of
current income as is consistent with conservation of principal through a
portfolio consisting primarily of fixed income obligations. In seeking
their investment objectives, which are fundamental policies, Bond Fund and
the Fund employ the investment policies as described in detail below.

Bond Fund. Under normal market conditions, Bond Fund invests at least 65%
of its total assets in a diversified portfolio of investment grade fixed-
income securities. These include (i) investment-grade debt securities
rated BBB or above by S&P, Baa or above by Moody's or an equivalent rating
category of another nationally-recognized rating organization or, if
unrated, are of comparable quality as determined by OMC; (ii) securities
issued or guaranteed as to principal and interest by the U.S. Government,
its agencies or instrumentalities or obligations secured by such
securities ("U.S. Government Securities"); and (iii) high-quality, short-
term money market instruments.

Bond Fund may invest up to 35% of its total assets in debt securities
rated less than investment grade or, if unrated, judged by OMC to be of
comparable quality to such lower-rated securities (collectively, "lower-
grade securities"). Lower-grade securities (often called "junk bonds")
are considered speculative and involve greater risk than investment grade
debt securities. Lower-grade securities include securities rated BB, B,
CCC, CC and D by S&P or Ba, B, Caa, Ca and C by Moody's. Bonds rated BB,
B, CCC and CC by S&P are regarded, on balance, as predominantly
speculative with respect to the issuer's capacity to pay interest and
repay principal in accordance with the terms of the obligation. Bonds on
which no interest is paid are rated C by S&P. Bonds rated D by S&P are
in default and payment of interest and/or repayment of principal is in
arrears. Bonds rated Ba or B by Moody's are judged to have speculative
elements; their future is not well-assured. Bonds rated Caa by Moody's
are of poor standing and may be in default; bonds rated Ca are speculative
in a high degree and are often in default; bonds rated C are regarded as
having extremely poor prospects of attaining any real investment standing.
Prior to July 10, 1995, Bond Fund's investments were limited to investment
grade bonds, U.S. Government Securities and money market instruments.
Such investment policies were changed pursuant to shareholder approval on
July 10, 1995.

OMC anticipates that Bond Fund would generally invest at least 75% of its
total assets in: (i) U.S. corporate bonds rated "A" or better and (ii)
U.S. government and agency bonds. OMC further anticipates that Bond Fund
would invest an additional 15% of its total assets in non-investment grade
domestic corporate bonds and 10% of total assets in non-investment grade
foreign bonds. These anticipated investment targets, including the
allocation between domestic and foreign lower-grade debt securities, are
not fundamental investment policies, and they are subject to fluctuation
and may be changed by OMC without further notice to shareholders or
amended prospectus disclosure. When investing Bond Fund's assets, OMC
considers many factors, including current developments and trends in both
the economy and the financial markets. Under normal market conditions,
Bond Fund's target duration will be approximately five. Duration is a
measure of the anticipated rise or decline in value for a 1% change in
interest rates. For example, a duration of 2 in a portfolio indicates
that for every 1% rise in general interest rates, the portfolio's value
would be expected to fall 2%, and vice versa.

Bond Fund may invest in debt securities issued or guaranteed by foreign
companies and debt securities of foreign governments or their agencies.
Bond Fund is not restricted in the amount of assets that it may invest in
foreign countries or in which countries. However, if Bond Fund's assets
are held abroad, the countries in which they are held and the sub-
custodians holding then must in most cases be approved by the Integrity
Trust Board of Trustees.

Bond Fund may also invest in U.S. Government Securities (including
mortgage-related U.S. Government Securities that are issued or guaranteed
by federal agencies or government-sponsored entities but are not supported
by the full faith and credit of the U.S. Government), mortgage-backed
securities, whether issued by the U.S. government or private issuers,
CMOs, stripped CMOs and asset-backed securities. In addition to the
foregoing, Bond Fund may invest in zero coupon securities, preferred
stocks and municipal securities.

The Fund. Under normal conditions, at least 80% of the Fund's assets will
be invested in corporate bonds, U.S. Government Securities and/or
mortgage- backed debt securities rated A or better by Moody's, or, if
unrated, considered to be of comparable quality by QVA. The Fund may
invest up to 20% of its assets in the lowest category of investment-grade
corporate bonds, those which are rated Baa3 by Moody's or BBB by S&P or,
if unrated, considered to be of comparable quality by QVA. The average
maturity of the Fund's investments will vary based on market conditions.
It is anticipated, however, that the average dollar weighted maturity of
the Fund will be greater than 20 years. For temporary defensive purposes
the Fund may invest up to 100% of its assets in various types of U.S.
Government securities and high quality money market instruments.

Special Investment Methods

Bond Fund and the Fund may use the special investment methods summarized
below.

Loans of Portfolio Securities. Both Bond Fund and the Fund may lend their
portfolio securities to brokers, dealers and other financial institutions,
subject to certain conditions. The funds must receive collateral for the
loans. Bond Fund presently does not intend to lend its portfolio
securities but, if it does, the value of securities loaned is not expected
to exceed 5% of the value of the total assets of Bond Fund in the coming
year. The Fund may commit up to 10% of the value of its total assets to
such loans, but has not entered into any to date.

Repurchase Agreements. Both Bond Fund and the Fund may enter into
repurchase agreements. There is no limit on the amount of either fund's
net assets that may be subject to repurchase agreements of seven days or
less. Neither fund will enter into a repurchase agreement that will cause
more than 10% of its net assets to be subject to repurchase agreements
having a maturity beyond seven days; as to Bond Fund this percentage limit
may increase to 15% if certain state laws are changed or Bond Fund's
shares are no longer sold in those states. This policy is fundamental as
to the Fund; it is non-fundamental as to Bond Fund.

Hedging. Bond Fund may purchase and sell: futures contracts that relate
to foreign currencies ("forward contracts"), financial indices and
interest rates; certain put and call options; and options on futures,
broadly-based stock indices, bond indices and foreign currency. Bond Fund
may also enter into interest rate swap agreements. The Fund may purchase
or sell financial futures contracts and options on such contracts. These
are all referred to as "hedging instruments." The funds do not use
hedging instruments for speculative purposes. Up to 50% of Bond Fund's
total assets may be subject to calls. Bond Fund will not write puts if
more than 50% of its net assets would have to be segregated to cover put
obligations. Bond Fund may only purchase a call or put if, after such
purchase, the value of all call and put options held by Bond Fund would
not exceed 5% of Bond Fund's total assets. Other limits on the use of
hedging instruments are described in the funds' respective Prospectuses
and Statements of Additional Information.

Hedging instruments may be used to manage a fund's exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities; to try to manage its exposure to
changing interest rates; to hedge the fund's portfolio against price
fluctuations; and to increase the fund's exposure to the securities
market. Forward contracts are used to try to manage foreign currency
risks on Bond Fund's foreign investments. Bond Fund's foreign currency
options are used to try to protect against declines in the dollar value
of foreign securities Bond Fund owns, or to protect against an increase
in the dollar cost of buying foreign securities. Bond Fund may write
covered call options to provide income for liquidity purposes, defensive
reasons, or to raise cash to distribute to shareholders.

The use of hedging instruments requires special skills and knowledge of
investment techniques that are different than those required for normal
portfolio management. If the investment adviser to a fund uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the fund's return. The fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option. Options
trading involves the payment of premiums and has special tax effects on
the fund. There are also special risks in particular hedging strategies.
If a covered call written by Bond Fund is exercised on an investment that
has increased in value, Bond Fund will be required to sell the investment
at the call price and will not be able to realize any profit if the
investment has increased in value above the call price. Interest rate
swaps are subject to credit risks (if the other party fails to meet its
obligations) and also to interest rate risks. Bond Fund could be
obligated to pay more under its swap agreements than it receives under
them, as a result of interest rate changes.

Derivative Investments. Bond Fund can invest in a number of different
kinds of "derivative investments." Some types of derivatives may be used
for hedging purposes, as described above. Bond Fund may invest in others
because they offer the potential for increased income and principal value.
In general, a "derivative investment" is a specially-designed investment
the performance of which is linked to the performance of another
investment or security, such as an option, future, index, currency or
commodity. In the broadest sense, derivative investments include the
hedging instruments in which the funds may invest. Other types of
derivatives in which Bond Fund may invest include index-linked or
commodity-linked notes, debt exchangeable for common stock, equity-linked
debt securities and currency indexed securities.

One risk of investing in derivative investments is that the company
issuing the instrument might not pay the amount due on the maturity of the
instrument. There is also the risk that the underlying investment or
security might not perform the way the investment adviser expected it to
perform. The performance of derivative investments may also be influenced
by interest rate changes in the U.S. and abroad. All of these risks can
mean that Bond Fund will realize less income than expected from its
investments, or that it can lose part or all of the value of its
investments, which will affect its share price.

When-Issued and Delayed Delivery Transactions. The funds may purchase
securities on a "when-issued" basis and may purchase or sell such
securities on a "delayed delivery" basis. These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery or are to be delivered at a later date.
There may be a risk of loss to the funds if the value of the security
changes prior to the settlement date.

Investment Restrictions

Both Bond Fund and Fund have certain investment restrictions that,
together with their respective investment objectives, are fundamental
policies changeable only by shareholder approval. The investment
restrictions of Bond Fund and the Fund are substantially the same except
as set forth below.

Bond Fund cannot (1) buy securities issued or guaranteed by any one issuer
(except the U.S. Government or any of its agencies or instrumentalities)
if with respect to 75% of its total assets (a) more than 5% of Bond Fund's
total assets would be invested in the securities of that issuer, or (b)
Bond Fund would own more than 10% of that issuer's voting securities; and
(2) make loans to an officer, trustee or employee of the Integrity Trust
or to any officer, director or employee of Massachusetts Mutual Life
Insurance Company ("MassMutual") or to MassMutual. In accordance with
certain nonfundamental policies and guidelines changeable without
shareholder approval, Bond Fund may not: (A)invest for the purpose of
exercising control over, or management of, any company; (B) purchase any
security of a company which (including any predecessor, controlling
person, general partner and guarantor) has a record of less than three
years of continuous operations or relevant business experience, if such
purchase would cause more than 5% of the current value of Bond Fund's
assets to be invested in such companies; and (C) invest in securities of
other investment companies except by purchase in the open market where no
commission or profit to a sponsor or dealer results from such purchase
other than the customary broker's commission, except when such purchase
is a part of a plan of merger, consolidation, reorganization or
acquisition.

The Fund cannot: (1) invest in securities of other investment companies
except in connection with a merger, consolidation, reorganization or
acquisition of assets, (2) invest more than 10% of its total assets in
illiquid securities including securities for which there is no readily
available market, repurchase agreements which have a maturity of longer
than seven days, securities subject to legal or contractual restrictions
and certain over-the counter options (it is the opinion of the Wisconsin
Securities Commission that investments in restricted securities in excess
of 5% of a fund's total assets may be considered a speculative activity
and therefore involve greater risk and increase the fund's expenses; to
comply with Wisconsin's securities laws, the Fund has agreed to limit
investment in restricted securities to 5% of its total assets, although
the restriction is not a fundamental policy); this restriction does not
apply to securities sold to "qualified institutional buyers" in accordance
with Rule 144 under the Securities Act of 1933; (3) purchase more than 10%
of the voting securities of any one issuer; (4) purchase more than 10% of
any class of security of any issuer, with all outstanding debt securities
and all preferred stock of an issuer each being considered as one class;
(5) invest more than 5% of the Fund's total assets in securities of
issuers having a record, together with predecessors, of less than three
years of continuous operation; (6) invest in physical commodities or
physical commodity contracts or speculate in financial commodity
contracts, but the Fund is authorized to purchase and sell financial
futures contracts and options on such futures contracts exclusively for
hedging and other non-speculative purposes to the extent specified in its
Prospectus; (7) purchase warrants if as a result the Fund would then have
either more than 5% of its total assets (determined at the time of
investment) invested in warrants or more than 2% of its total assets
invested in warrants not listed on the New York or American Stock
Exchange; (8) purchase securities on margin (except for such short-term
loans as are necessary for the clearance of purchases of portfolio
securities); (9) invest for the purpose of exercising control or
management of another company; (10) issue senior securities as defined in
the 1940 Act except insofar as the Fund may be deemed to have issued a
senior security by reason of: (a) entering into any repurchase agreement;
(b) borrowing money in accordance with restrictions set forth in the
Fund's current Prospectus; or (c) lending portfolio securities; and (11)
with respect to 75% of its assets, invest more than 5% of the value of its
total assets in the securities of any one issuer.

Bond Fund Performance

Bond Fund does not maintain a fixed dividend rate and there can be no
assurance as to the payment of any dividends or the realization of any
capital gains.

In 1994, the Federal Reserve aggressively moved to raise short term
interest rates in an effort to control inflation. As interest rates rose,
the bond market declined. In response to the rising interest rates in the
U.S., OMC reduced Bond Fund's exposure to long-term U.S. Government
Treasury securities whose performance tends to lag investment-grade
corporate bonds in the mid-to-late stages of economic expansion. OMC
moved to position Bond Fund's assets somewhat more conservatively by
increasing Bond Fund's holdings in asset-backed issues and mortgage-backed
bonds which generally are more stable and predictable in periods of rising
interest rates and which OMC viewed as offering high credit quality and
attractive yields. While waiting for the bond market to stabilize, OMC
increased Bond Fund's holdings in short-term money market securities.

Included in the prospectus for Bond Fund, a copy of which accompanies this
Proxy Statement and Prospectus, in the section entitled "Performance of
the Fund" is a performance graph which depicts the performance of a
hypothetical investment of $10,000 in Class A and Class B shares of Bond
Fund held until December 31, 1994; in the case of Class A shares, since
April 15, 1988 and in the case of Class B shares, from the inception of
the Class on May 1, 1993, with all dividends and capital gains
distributions reinvested on the reinvestment date. Class C shares were
not offered during the fiscal year ended December 31, 1994, and thus no
performance information about Class C shares is given. The graph reflects
the deduction of the 4.75% maximum initial sales charge on Class A shares
and the applicable contingent deferred sales charge on Class B shares.
The graph compares the average annual total return of Class A and Class
B shares of Bond Fund with the performance of Lehman Brothers Corporate
Bond Index, a broad-based, unmanaged index of publicly-issued
nonconvertible investment grade corporate debt of U.S. issuers, widely
recognized as a measure of the U.S. fixed-rate corporate bond market.
Prior to July 10, 1995, the Fund's investments were limited to investment
grade bonds, U.S. Government Securities, and money market instruments.
The Lehman Brothers Corporate Bond Index includes a factor for the
reinvestment of interest, but does not reflect expenses or taxes. Index
performance reflects the reinvestment of dividends but does not consider
the effect of capital gains or transaction costs, and none of the data
shows the effect of taxes.

Information on Fund performance is set forth in the Fund's Annual Report
as of October 31, 1994, which is incorporated herein by reference and may
be obtained without charge as set forth in "Miscellaneous - Public
Information."

Additional Comparative Information

General

For a discussion of the organization and operation of Bond Fund, including
brokerage practices, see "Investment Objective and Policies" and "How the
Fund is Managed" in Bond Fund's current Prospectus and "Brokerage Policies
of the Fund" in the Bond Fund Additional Statement. For a discussion of
the organization and operation of the Fund, including brokerage practices,
see "Investment Objectives of the Fund," "Investment Restrictions and
Techniques," "Investment Management Agreement" and "Additional
Information" in the Fund's current Prospectus.

Financial Information

For certain financial information about Bond Fund and the Fund, see (as
to Bond Fund) "Financial Highlights" and "Performance of the Fund" in the
Bond Fund current Prospectus and (as to the Fund) "Financial Highlights"
in the Fund current Prospectus.

Management of Bond Fund and the Fund

For information about the management of Bond Fund and the Fund, including
their respective Boards of Trustees, investment advisers, portfolio
managers and distributors, see (as to Bond Fund) "Expenses" and "How the
Fund is Managed" in the Bond Fund current Prospectus and (as to the Fund)
"Investment Management Agreement," Distribution Plan," "Portfolio
Transactions and Turnover" and "Additional Information" in the Fund
current Prospectus.

Description of Shares of Bond Fund and the Fund

Bond Fund is a series of Integrity Trust, a Massachusetts business trust.
Each share of Bond Fund represents an interest in Bond Fund
proportionately equal to the interest of each other share of the same
class and entitles the holder to one vote per share (and a fractional vote
for a fractional share) on matters submitted to a vote at shareholder
meetings. Shares of Bond Fund and of Integrity Trust's other series vote
together in the aggregate on certain matters at shareholder meetings, such
as the election of Trustees and ratification of appointment of auditors.
Shareholders of a particular series or class vote separately on proposals
which affect that series or class, and shareholders of a series or class
which are not affected by that matter are not entitled to vote on the
proposal. Bond Fund is not required to hold, and does not plan to hold,
regular annual meetings of shareholders. Shareholders of Bond Fund have
the right, under certain circumstances, to remove a Trustee and will be
assisted in communicating with other shareholders for such purpose.

Bond Fund is authorized to issue an unlimited number of shares of
beneficial interest. Shares are freely transferrable and shares do not
have cumulative voting rights or preemptive or subscription rights. Bond
Fund is governed by a Board of Trustees that has the power, without
shareholder approval, to establish and designate one or more series and
to divide unissued shares into two or more classes. The Board of Trustees
has established three classes of shares for Bond Fund, Class A, Class B
and Class C. Each class invests in the same investment portfolio. Each
class has its own dividends and distributions, and pays certain expenses
which may be different for the different classes. Under certain
circumstances, a shareholder of Bond Fund may be held personally liable
as a partner for the obligations of Bond Fund, and under the Declaration
of Trust for Integrity Trust, such a shareholder is entitled to
indemnification rights by Bond Fund; the risk of a shareholder incurring
any such loss is limited to the remote circumstances in which Bond Fund
is unable to meet its obligations.

For further information about the shares of Bond Fund, and for a
description of the classes of shares of the Fund, including voting rights,
restrictions on disposition and potential liability associated with their
ownership, see (as to Bond Fund) "How the Fund is Managed" in the Bond
Fund current Prospectus and Bond Fund Additional Statement and (as to the
Fund) "Additional Information" in the Fund current Prospectus.

Dividends, Distributions and Taxes

Both funds declare dividends from net investment income on each regular
business day, distribute dividends monthly and distribute net long-term
capital gains annually. Bond Fund distributes net short-term capital
gains annually and the Fund distributes such gains quarterly. For a
discussion of the policies of Bond Fund and the Fund with respect to
dividends and distributions, and a discussion of the tax consequences of
an investment in Bond Fund and the Fund, see (as to Bond Fund) "Dividends,
Capital Gains and Taxes" in the Bond Fund current Prospectus and (as to
the Fund) "Dividends and Distributions" and "Tax Status" in the Fund
current Prospectus.

Purchases, Redemptions and Exchanges of Shares

For a discussion of how shares of Bond Fund and the Fund may be purchased,
redeemed and exchanged, see (as to Bond Fund) "How to Buy Shares," "How
to Sell Shares," "Exchanges of Shares," "Special Investor Services,"
"Service Plan for Class A Shares," "Distribution and Service Plan for
Class B Shares" and "Distribution and Service Plan for Class C Shares" in
the Bond Fund current Prospectus; and see "How to Buy Shares," "How to
Redeem Shares," "Exchanging Shares" and "Additional Information" in the
Fund current Prospectus.

Shareholder Inquiries

For a description of how shareholder inquiries should be made, see (as to
Bond Fund) "How the Fund is Managed" in the Bond Fund current Prospectus
and (as to the Fund) "Additional Information" in the Fund current
Prospectus.

INFORMATION CONCERNING THE MEETING

The Meeting

The Meeting will be held at One World Financial Center, New York, New York
10281 on the 40th Floor at 10:00 A.M., New York time, on November 16, 1995
and any adjournments thereof. At the Meeting, shareholders of the Fund
will be asked to consider and vote upon approval of the Reorganization
Agreement, and the transactions contemplated thereby, including the
transfer of substantially all the assets of the Fund in exchange for Class
A, Class B and Class C shares of Bond Fund and the assumption by Bond Fund
of certain liabilities of the Fund, the distribution of such shares to the
shareholders of the Fund in liquidation of the Fund and the cancellation
of the outstanding shares of the Fund.

Record Date; Vote Required; Share Information

The Board has fixed the close of business on September 25, 1995 as the
record date (the "Record Date") for the determination of shareholders
entitled to notice of, and to vote at, the Meeting. The affirmative vote
of the holders of a "majority of the outstanding voting securities" of
each of the Class A, Class B and Class C shares of the Fund, voting
separately as a class, represented in person or by proxy at the Meeting
and entitled to vote at the Meeting is required for approval of the
Proposal. That level of vote is defined in the 1940 Act as the vote of
the holders of the lesser of: (i) 67% or more of the voting securities
present or represented by proxy at the shareholders meeting, if the
holders of more than 50% of the outstanding voting securities are present
or represented by proxy, or (ii) more than 50% of the outstanding voting
securities. Each shareholder will be entitled to one vote for each share
and a fractional vote for each fractional share held of record at the
close of business on the Record Date. Only shareholders of the Fund will
vote on the Reorganization. The vote of shareholders of Bond Fund is not
being solicited to approve the Reorganization Agreement.

At the close of business on the Record Date, there were approximately
_____________ Class A, ___________ Class B and _____________ Class C
shares of the Fund issued and outstanding. The presence in person or by
proxy of the holders of a majority of each of Class A, Class B and Class
C shares constitutes a quorum for the transaction of business at the
Meeting. As of the close of business on the Record Date, there were
approximately _____________ Class A, _______________ Class B and
______________ Class C shares of Bond Fund issued and outstanding. [To
the knowledge of the Fund, as of the Record Date, no person owned of
record or beneficially 5% or more of the outstanding Class A, Class B or
Class C Fund shares or 5% or more of the outstanding shares of the Fund.]
To the knowledge of Bond Fund, as of the Record Date, no person owned of
record or beneficially 5% or more of the outstanding Class A, Class B or
Class C Bond Fund shares or 5% or more of the outstanding shares of Bond
Fund. [As of the Record Date, the officers and Trustees of Integrity
Trust, and the officers and Trustees of the Trust, beneficially owned as
a group less than 1% of the outstanding shares of each class of Bond Fund
and the Fund, respectively, and of Bond Fund and the Fund, respectively.]

In the event a quorum does not exist as to one or more classes of shares
of the Fund on the date originally scheduled for the Meeting, or, subject
to approval of the Board, for other reasons, one or more adjournments of
the Meeting may be sought by the Board. Any adjournment would require a
vote in favor of the adjournment by the holders of a majority of the
shares present at the Meeting (or any adjournment thereof) in person or
by proxy. The persons named as proxies will vote all shares represented
by proxies which they are required to vote in favor of the Proposal, in
favor of an adjournment, and will vote all shares which they are required
to vote against the Proposal, against an adjournment. In the event that
a quorum of each class is present at the Meeting but one or more classes
does not approve the Reorganization, the Reorganization will be deemed to
have not been approved and the Board will consider what further action,
if any, to take.

Proxies

The enclosed form of proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in accordance
with the choices specified thereon, and will be included in determining
whether there is quorum to conduct the Meeting. If a shareholder executes
and returns a proxy but fails to indicate how the votes should be cast,
the proxy will be voted in favor of the Proposal.

Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-dealer
based on instructions received from its customers. If no instructions are
received, the broker-dealer may (if permitted under applicable stock
exchange rules), as record holder, vote such shares on the Proposal in the
same proportion as that broker-dealer votes street account shares for
which voting instructions were received in time to be voted ("broken non-
votes"). Abstentions and broker non-votes will be counted as present for
purposes of determining a quorum and will have the same effect as a vote
against the Proposal. The proxy may be revoked at any time prior to the
voting thereof by: (i) writing to the Secretary of the Trust at One World
Financial Center, New York, New York 10281; (ii) attending the Meeting and
voting in person; or (iii) signing and returning a new proxy (if returned
and received in time to be voted).

Costs of the Solicitation and the Reorganization

All expenses of this solicitation, including the cost of printing and
mailing this Proxy Statement and Prospectus, will be evenly apportioned
between QVA and OMC. Any documents such as existing prospectuses or
annual reports that are included in that mailing will be a cost of the
fund issuing the document. In addition to the solicitation of proxies by
mail, proxies may be solicited by officers and employees of QVA, the
Trust's investment adviser, or QVA's affiliates, personally or by
telephone or telegraph. In addition, QVA has retained D.F. King & Co.,
Inc., 77 Water Street, New York, New York 10005 to assist in the
solicitation of proxies primarily by contacting shareholders by telephone
and telegram for a fee not to exceed $______, plus reasonable out-of-
pocket expenses. The cost for such proxy solicitor will be shared by QVA
and OMC. D.F. King & Co., Inc. may call shareholders to ask if they would
be willing to have their votes recorded by telephone. The telephone
voting procedure is designed to authenticate shareholders' identities, to
allow shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have been
recorded properly. The Trust has been advised by counsel that these
procedures are consistent with the requirements of applicable law.
Shareholders voting by telephone would be asked for their social security
number or other identifying information and would be given an opportunity
to authorize proxies to vote their shares in accordance with their
instructions. To ensure that the shareholders' instructions have been
recorded correctly they will receive a confirmation of their instructions
in the mail. A special toll-free number will be available in case the
information contained in the confirmation is incorrect. Although a
shareholder's vote may be taken by telephone, each shareholder will
receive a copy of this Proxy Statement and Prospectus and may vote by mail
using the enclosed proxy cared. Brokerage houses, banks and other
fiduciaries may be requested to forward soliciting material to the
beneficial owners of shares of the Fund and to obtain authorization for
the execution of proxies. For those services, if any, they will be
reimbursed by the Trust for their reasonable out-of-pocket expenses.

With respect to the Reorganization, OMC and QVA will share the cost of the
tax opinion. Any other out-of-pocket expenses of Bond Fund and the Fund
associated with the Reorganization, including fund, accounting and
transfer agent expenses, will be borne by OMC and QVA, respectively, in
the amounts so incurred by the respective fund.

MISCELLANEOUS

Financial Information

The Reorganization will be accounted for by Bond Fund in its financial
statements similar to a pooling without restatement. Further financial
information as to the Fund is contained in its current Prospectus, which
is available without charge upon written request to Quest for Value
Distributors, at P.O. Box 3567, Church Street Station, New York, New York
10277-1296, and is incorporated herein, and in its audited financial
statements as of October 31, 1994 and unaudited financial statements as
of April 30, 1995, which are included in the Additional Statement.
Financial information for Bond Fund is contained in its current Prospectus
accompanying this Proxy Statement and Prospectus and incorporated herein,
and in its audited financial statements as of December 31, 1994 which are
included in the Additional Statement.

Public Information

Additional information about Bond Fund and the Fund is available, as
applicable, in the following documents: (i) Bond Fund's Prospectus dated
July 10, 1995, supplemented July 14, 1995, accompanying this Proxy
Statement and Prospectus and incorporated by reference herein; (ii) the
Fund's Prospectus, which may be obtained without charge by writing to QVD
at the address indicated above; (iii) Bond Fund's Annual Report as of
December 31, 1994 and Semi-Annual Report as of June 30, 1995, which may
be obtained without charge by writing to OSS at the address on the cover
of this Proxy Statement and Prospectus; and (iv) the Fund's Annual Report
as of October 31, 1994, and Semi-Annual Report as of April 30, 1995 which
may be obtained without charge by writing to QVD. All of the foregoing
documents and the Statements of Additional Information referred to below
may be obtained by calling the toll-free number for Bond Fund or the Fund,
as applicable, on the cover of this Proxy Statement and Prospectus.

Additional information about the following matters is contained in the
Additional Statement, which is incorporated herein by reference and
includes the Bond Fund Additional Statement, the Fund's Prospectus dated
March 1, 1995, as revised June 30, 1995, the Fund Additional Statement and
the Annual and Semi-Annual Reports described in the preceding paragraph:
the organization and operation of Bond Fund and the Fund; more information
on investment policies, practices and risks; information about Bond Fund's
and the Fund's respective Boards of Trustees and their responsibilities;
a further description of the services provided by Bond Fund's and the
Fund's investment adviser, distributor, and transfer and shareholder
servicing agent; dividend policies; tax matters; an explanation of the
method of determining the offering price of the shares of Bond Fund and
the Fund; purchase, redemption and exchange programs; and distribution
arrangements.

Bond Fund and the Fund are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended, and in accordance
therewith, file reports and other information with the SEC. Proxy
material, reports and other information about Bond Fund and the Fund which
are of public record can be inspected and copied at public reference
facilities maintained by the SEC in Washington, D.C. and certain of its
regional offices, and copies of such materials can be obtained at
prescribed rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, Washington, D.C. 20549.

OTHER BUSINESS

Management of the Fund knows of no business other than the matters
specified above which will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote this proxy in accordance with their
judgment on such matters.

By Order of the Board of Trustees

Deborah Kaback, Secretary

_______, 1995 285

MERGE\285PROXY.5<PAGE>
EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as
of this ____ day of September, 1995, by and among Oppenheimer Integrity
Funds, a Massachusetts business trust ("Oppenheimer Trust"), on behalf of
Oppenheimer Bond Fund ("Oppenheimer Fund"), a series of Oppenheimer Trust,
Quest for Value Family of Funds, a Massachusetts business trust ("Quest
For Value"), on behalf of Investment Quality Income Fund ("Quest
Portfolio"), a series of Quest For Value, and Quest for Value Advisors
("Quest Advisors"), a Delaware general partnership which serves as
investment adviser to the Quest Portfolio.

This Agreement is intended to be and is adopted as a "plan of
reorganization", within the meaning of Treas. Reg. Section 1.368-2(g), for a
reorganization under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended ("Code"). The reorganization ("Reorganization") will
consist of the transfer to the Oppenheimer Fund of substantially all of
the assets of the Quest Portfolio in exchange for the assumption by the
Oppenheimer Fund of such stated liabilities of the Quest Portfolio as
shall be agreed to by the Oppenheimer Fund and the issuance by the
Oppenheimer Fund of shares of beneficial interest of the Oppenheimer Fund
("shares") of Class A, Class B and Class C to be distributed
contemporaneously with the Closing Date (as hereinafter defined), to the
shareholders of the Quest Portfolio in liquidation of the Quest Portfolio
as provided herein, all upon the terms and conditions hereinafter set
forth in this Agreement. To the extent necessary to effectuate the
transactions contemplated by this Agreement, or as the context of
representations, warranties, covenants and other agreements set forth in
this Agreement may require, all references in this Agreement to the Quest
Portfolio shall include Quest For Value and all references to the
Oppenheimer Fund shall include the Oppenheimer Trust.

In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:

1. THE REORGANIZATION AND LIQUIDATION OF THE QUEST PORTFOLIO

1.1 Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, on the
Closing Date, the Quest Portfolio will assign, deliver and otherwise
transfer its assets as set forth in paragraph 1.2 ("Quest Portfolio
Assets") to the Oppenheimer Fund, and the Oppenheimer Fund will in
exchange therefor assume Quest Portfolio's stated liabilities on the
Closing Date as set forth in paragraph 1.3 and deliver to the Quest
Portfolio the number of each class of shares of the Oppenheimer Fund,
including fractional Oppenheimer Fund shares, determined by dividing the
value of the Quest Portfolio Assets, net of such stated liabilities,
represented by shares of each class of the Quest Portfolio computed in the
manner and as of the time and date set forth in paragraph 2.1, by the net
asset value of each class of shares of the Oppenheimer Fund, computed in
the manner and as of the time and date set forth in paragraph 2.2. Such
transactions shall take place at the closing provided for in paragraph 3.1
("Closing").

1.2 (a) The Quest Portfolio Assets shall consist of all property
and rights, including without limitation all cash, cash equivalents,
securities and dividend and interest receivables owned by the Quest
Portfolio, and any deferred or prepaid expenses shown as an asset on the
Quest Portfolio's books on the Closing Date. Notwithstanding the
foregoing, the Quest Portfolio Assets shall exclude a cash reserve (the
"Cash Reserve") to be retained by the Quest Portfolio sufficient in its
discretion for the payment of the expenses of the Quest Portfolio's
dissolution and its liabilities, but not in excess of the amount
contemplated by paragraph 7.11.

(b) Promptly following the signing of this Agreement, the Quest
Portfolio will provide the Oppenheimer Fund with a list of its assets as
of the most reasonably practical date. On the Closing Date, the Quest
Portfolio will provide the Oppenheimer Fund with a list of the Quest
Portfolio Assets to be assigned, delivered and otherwise transferred to
the Oppenheimer Fund and of the stated liabilities to be assumed by the
Oppenheimer Fund pursuant to this Agreement.

1.3 The Quest Portfolio will endeavor to discharge all of its
liabilities and obligations when and as due prior to the Closing Date.
An unaudited Statement of Assets and Liabilities of the Quest Portfolio
will be prepared by the Treasurer of the Quest Portfolio, as of the
Valuation Date, which Statement shall be prepared in conformity with
generally accepted accounting principles consistently applied from the
prior audited period. On the Closing Date, the Oppenheimer Fund shall
assume such stated liabilities, expenses, costs, charges and reserves set
forth on such Statement as shall be agreed to by the Oppenheimer Fund.

1.4 In order for the Quest Portfolio to comply with Section
852(a)(1) of the Code and to avoid having any investment company taxable
income or net capital gain (as defined in Section 852(b)(2) and 1222(11)
of the Code, respectively) in the short taxable year ending with its
dissolution, the Quest Portfolio will on or before the Closing Date (a)
declare a dividend in an amount large enough so that it will have declared
dividends of all of its investment company taxable income and net capital
gain, if any, for such taxable year (determined without regard to any
deduction for dividends paid) and (b) distribute such dividend.

1.5 Contemporaneously with the Closing, the Quest Portfolio will be
liquidated (except for the Cash Reserve) and the Quest Portfolio will
distribute or cause to be distributed the Oppenheimer Fund shares of each
class received by the Quest Portfolio pursuant to paragraph 1.1 pro rata
to the appropriate shareholders of record of each class determined as of
the close of business on the Valuation Date as defined in paragraph 2.1.
Upon such liquidation all issued and outstanding shares of the Quest
Portfolio will be cancelled on the Quest Portfolio's books and the Quest
Portfolio Shareholders will have no further rights as such Shareholders.
The Oppenheimer Fund will not issue certificates representing the shares
of the Oppenheimer Fund in connection with such exchange.

1.6 After the Closing, the Quest Portfolio shall not conduct any
business except in connection with the winding up of its affairs and shall
file, or make provision for filing of, all reports it is required by law
to file. After the Closing, Quest For Value may be dissolved and
deregistered as an investment company under the Investment Company Act of
1940, as amended (the "1940 Act"). Within one year after the Closing, the
Quest Portfolio shall (a) either pay or make provision for payment of all
of its liabilities and taxes, and (b) either (i) transfer any remaining
amount of the Cash Reserve to the Oppenheimer Fund, if such remaining
amount (as reduced by the estimated cost of distributing it to
shareholders) is not material (as defined below) or (ii) distribute such
remaining amount to the shareholders of the Quest Portfolio on the
Valuation Date. Such remaining amount shall be deemed to be material if
the amount to be distributed, after deduction of the estimated expenses
of the distribution, equals or exceeds one cent per share of the Quest
Portfolio outstanding on the Valuation Date.

1.7 Copies of all books and records of or pertaining to the Quest
Portfolio, including those in connection with its obligations under the
1940 Act, the Code, State blue sky laws or otherwise in connection with
this Agreement, will promptly after the Closing be delivered to officers
of the Oppenheimer Fund or their designee. Quest For Value and Quest
Advisors shall have access to such books and records upon reasonable
request during normal business hours.

2. THE CALCULATION

2.1 The value of the Quest Portfolio Assets shall be the value of
such assets computed as of the close of business of the New York Stock
Exchange on the business day preceding the Closing Date (such time and
date being hereinafter called the "Valuation Date"), using the valuation
procedures set forth in the Oppenheimer Fund's then current prospectus and
statement of additional information.

2.2 The net asset value of each class of shares of the Oppenheimer
Fund shall be the net asset value per share computed on the Valuation
Date, using the valuation procedures set forth in the Oppenheimer Fund's
then current prospectus and statement of additional information.

2.3 The number of each class of Oppenheimer Fund shares (including
fractional shares, if any) to be issued hereunder shall be determined by
dividing the value of the Quest Portfolio Assets, net of the liabilities
assumed by the Oppenheimer Fund pursuant to paragraph 1.1 attributable to
that class, determined in accordance with paragraph 2.1, by the net asset
value of an Oppenheimer Fund share of a similar class determined in
accordance with paragraph 2.2.

2.4 All computations of value shall be made by Oppenheimer
Management Corporation in accordance with its regular practice in pricing
the Oppenheimer Fund. The Oppenheimer Fund shall cause Oppenheimer
Management Corporation to deliver to the Quest Portfolio a copy of its
valuation report at the Closing.

3. CLOSING AND CLOSING DATE

3.1 The Closing Date hereunder (the "Closing Date") shall be the
date of the closing of the acquisition contemplated by that certain
Acquisition Agreement (the "Acquisition Agreement") dated August 17, 1995
between Oppenheimer Management Corporation, Quest Advisors, Quest for
Value Distributors and Oppenheimer Capital (or such other day and time as
may be mutually agreed upon in writing). The Closing shall be held in a
location mutually agreeable to all the parties hereto. All acts taking
place at the Closing shall be deemed to take place simultaneously as of
9:00 a.m. Eastern time on the Closing Date unless otherwise agreed by the
parties.

3.2 Portfolio securities held by the Quest Portfolio and represented
by a certificate or written instrument shall be presented by it or on its
behalf to The Bank of New York (the "Custodian"), custodian for the
Oppenheimer Fund, for examination no later than five business days
preceding the Valuation Date. Such portfolio securities (together with
any cash or other assets) shall be delivered by the Quest Portfolio to the
Custodian for the account of the Oppenheimer Fund on or before the Closing
Date in conformity with applicable custody provisions under the 1940 Act
and duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof in accordance with the custom of brokers.
The portfolio securities shall be accompanied by all necessary federal and
state stock transfer stamps or a check for the appropriate purchase price
of such stamps. Portfolio securities and instruments deposited with a
securities depository, as defined in Rule 17f-4 under the 1940 Act, or
with a qualified foreign custodian under Rule 17f-5 of the 1940 Act shall
be delivered on or before the Closing Date by book entry in accordance
with customary practices of such depositories and the Custodian. The cash
delivered shall be in the form of a Federal Funds wire, payable to the
order of "The Bank of New York, Custodian for Oppenheimer Bond Fund."

3.3 In the event that on the Valuation Date (a) the New York Stock
Exchange shall be closed to trading or trading thereon shall be restricted
or (b) trading or the reporting of trading on such Exchange or elsewhere
shall be disrupted so that, in the judgment of both the Oppenheimer Fund
and the Quest Portfolio, accurate appraisal of the value of the net assets
of the Oppenheimer Fund or the Quest Portfolio Assets is impracticable,
the Valuation Date shall be postponed until the first business day after
the day when trading shall have been fully resumed without restriction or
disruption and reporting shall have been restored.

3.4 The Quest Portfolio shall deliver to the Oppenheimer Fund or its
designee (a) at the Closing a list, certified by its Secretary, of the
names, addresses and taxpayer identification numbers of the Quest
Portfolio Shareholders (as hereinafter defined) and the number of each
class of outstanding Quest Portfolio shares owned by each such
shareholder, all as of the Valuation Date (the "Quest Portfolio
Shareholders"), and (b) as soon as practicable after the Closing all
original documentation (including Internal Revenue Service forms,
certificates, certifications and correspondence) relating to the Quest
Portfolio Shareholders' taxpayer identification numbers and their
liability for or exemption from back-up withholding. The Oppenheimer Fund
shall issue and deliver to Quest Portfolio a confirmation evidencing
delivery of each class of Oppenheimer Fund shares to be credited on the
Closing Date to the Quest Portfolio or provide evidence reasonably
satisfactory to the Quest Portfolio that such Oppenheimer Fund shares have
been credited to Quest Portfolio's account on the books of the Oppenheimer
Fund. At the Closing each party shall deliver to the other such bills of
sale, assignments, assumption agreements, receipts or other documents as
such other party or its counsel may reasonably request to effect the
consummation of the transactions contemplated by the Agreement.

4. COVENANTS OF THE OPPENHEIMER FUND AND THE QUEST PORTFOLIO

4.1 The Oppenheimer Fund will operate its business in the ordinary
course between the date hereof and the Closing Date, it being understood
that such ordinary course of business will include customary dividends and
other distributions and such changes that have been approved by
shareholders of the Oppenheimer Fund at a shareholders meeting prior to
the Closing of which Quest Portfolio has been advised.

4.2 The Oppenheimer Fund will prepare and file with the Securities
and Exchange Commission ("Commission") a registration statement on Form
N-14 under the Securities Act of 1933, as amended ("1933 Act"), relating
to the Oppenheimer Fund shares to be issued to the Quest Portfolio
Shareholders pursuant to the Reorganization ("Registration Statement").
The Quest Portfolio will provide the Oppenheimer Fund with the Proxy
Materials as described in paragraph 4.3 below, for inclusion in the
Registration Statement. The Quest Portfolio will further provide the
Oppenheimer Fund with such other information and documents relating to the
Quest Portfolio as are reasonably necessary for the preparation of the
Registration Statement.

4.3 The Quest Portfolio will call a meeting of its shareholders to
consider and act upon the Reorganization, including this Agreement, and
take all other action necessary to obtain approval of the transactions
contemplated herein. The Quest Portfolio will prepare, with such
assistance from the Oppenheimer Fund as may be mutually agreed to, the
notice of meeting, form of proxy and proxy statement and prospectus
(collectively "Proxy Materials") to be used in connection with such
meeting provided that the Oppenheimer Fund will furnish the Quest
Portfolio with a current effective prospectus relating to the Oppenheimer
Fund shares for inclusion in the Proxy Materials and with such other
information relating to the Oppenheimer Fund as is reasonably necessary
for the preparation of the Proxy Materials.

4.4 Prior to the Closing Date, the Quest Portfolio will assist the
Oppenheimer Fund in obtaining such information as the Oppenheimer Fund
reasonably requests concerning the beneficial ownership of the shares of
the Quest Portfolio.

4.5 Subject to the provisions of this Agreement, the Oppenheimer
Fund and the Quest Portfolio will each take, or cause to be taken, all
action, and do or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement.

4.6 As promptly as practicable, but in any case within 60 days after
the Closing Date, the Quest Portfolio shall furnish or cause to be
furnished to the Oppenheimer Fund, such information as the Oppenheimer
Fund reasonably requests to enable the Oppenheimer Fund to determine the
Quest Portfolio's earnings and profits for federal income tax purposes
that will be carried over to the Oppenheimer Fund pursuant to Section 381
of the Code.

4.7 As soon after the Closing Date as is reasonably practicable,
Quest for Value shall prepare and file all federal and other tax returns
and reports of the Quest Portfolio required by law to be filed with
respect to all periods ending through and after the Closing Date but not
theretofore filed.

4.8 The Oppenheimer Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940
Act and such of the state Blue Sky and securities laws as it may deem
appropriate in order to continue its operations after the Closing Date.

4.9 Until the third anniversary of the Closing Date, the Oppenheimer
Fund will use its best efforts to assure that at least 75% of the Trustees
of the Oppenheimer Fund will not be "interested persons" of the investment
adviser for the Oppenheimer Fund or Quest Advisors, as the term
"interested person" is defined by the 1940 Act.

5. REPRESENTATIONS AND WARRANTIES

5.1 Oppenheimer Trust, on behalf of the Oppenheimer Fund represents
and warrants to the Quest Portfolio as follows:

(a) The Oppenheimer Fund is a series of Oppenheimer Trust, an
unincorporated voluntary association validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power and
authority to own its properties and to carry on its business as it is now
conducted;

(b) Oppenheimer Trust is a duly registered, open-end, management
investment company, and its registration with the Commission as an
investment company under the 1940 Act and the registration of its shares
under the 1933 Act are in full force and effect;

(c) All of the issued and outstanding shares of each class of the
Oppenheimer Fund have been offered and sold in compliance in all material
respects with applicable registration requirements of the 1933 Act and
state securities laws. Shares of each class of the Oppenheimer Fund are
registered in all jurisdictions in which they are required to be
registered under state securities laws and other laws, and said
registrations, including any periodic reports or supplemental filings, are
complete and current, all fees required to be paid have been paid, and the
Oppenheimer Fund is not subject to any stop order and is fully qualified
to sell its shares in each state in which its shares have been registered;

(d) The current prospectus and statement of additional information
of the Oppenheimer Fund conform in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the regulations
thereunder and do not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading;

(e) At the Closing Date, the Oppenheimer Fund will have title to the
Oppenheimer Fund's assets, subject to no liens, security interests or
other encumbrances except those incurred in the ordinary course of
business.

(f) The Oppenheimer Fund is not, and the execution, delivery and
performance of this Agreement will not result, in a material violation of
any provision of the Oppenheimer Trust's Declaration of Trust or By-Laws
or of any material agreement, indenture, instrument, contract, lease or
other undertakings to which the Oppenheimer Fund is a party or by which
it is bound;

(g) No material litigation or administrative proceeding or
investigation of or before any court or governmental body is presently
pending or, to its knowledge, threatened against the Oppenheimer Fund or
any of its properties or assets, except as previously disclosed in writing
to the Quest Portfolio. The Oppenheimer Fund knows of no facts that might
form the basis for the institution of such proceedings and is not a party
to or subject to the provisions of any order, decree or judgment of any
court or governmental body which materially and adversely affects, or is
reasonably likely to materially and adversely affect, its business or its
ability to consummate the transactions contemplated herein;

(h) The Statement of Assets and Liabilities, Statement of Operations
and Statement of Changes in Net Assets as of December 31, 1994 of the
Oppenheimer Fund examined by Deloitte & Touche LLP (a copy of which has
been furnished to the Quest Portfolio), fairly present, in all material
respects, the financial condition of the Oppenheimer Fund as of such date
in conformity with generally accepted accounting principles consistently
applied, and as of such date there were no known liabilities of the
Oppenheimer Fund (contingent or otherwise) not disclosed therein that
would be required in conformity with generally accepted accounting
principles to be disclosed therein;

(i) All issued and outstanding Oppenheimer Fund shares of each class
are, and at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable with no personal liability
attaching to the ownership thereof except as otherwise set forth in the
current statement of additional information for the Oppenheimer Fund under
"How the Fund is Managed - Organization and History;"

(j) Oppenheimer Trust has the power to enter into this Agreement and
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action on the part of Oppenheimer Trust, and this Agreement
constitutes a valid and binding obligation of the Oppenheimer Trust
enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to or affecting creditors rights and to general equity principles;

(k) The Oppenheimer Fund shares of each class to be issued and
delivered to the Quest Portfolio, for the account of the Quest Portfolio
Shareholders, pursuant to the terms of this Agreement will at the Closing
Date have been duly authorized and, when so issued and delivered, will be
duly and validly issued Oppenheimer Fund shares, and will be fully paid
and non-assessable with no personal liability attaching to the ownership
thereof except as otherwise set forth in the current statement of
additional information for the Oppenheimer Fund under "How the Fund is
Managed - Organization and History," and no shareholder of Oppenheimer
Fund will have any preemptive right or right of subscription or purchase
in respect thereof;

(l) Since December 31, 1994, there has not been (i) any material
adverse change in the Oppenheimer Fund's financial condition, assets,
liabilities or business other than changes occurring in the ordinary
course of business, or that have been approved by shareholders of the
Oppenheimer Fund or (ii) any incurrence by the Oppenheimer Fund of any
indebtedness except indebtedness incurred in the ordinary course of
business. For the purposes of this subparagraph, neither a decline in net
asset value per share of any class of the Oppenheimer Fund nor the
redemption of Oppenheimer Fund shares by Oppenheimer Fund shareholders,
shall constitute a material adverse change;

(m) All material Federal and other tax returns and reports of the
Oppenheimer Fund required by law to have been filed, have been filed, and
all Federal and other taxes shown as due or required to be shown as due
on said returns and reports have been paid or provision has been made for
the payment thereof, and to the best of the Oppenheimer Fund's knowledge
no such return is currently under audit and no assessment has been
asserted with respect to such returns;

(n) For each taxable year of its operation, the Oppenheimer Fund has
met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and neither the execution or
delivery of nor the performance of its obligations under this Agreement
will adversely affect, and no other events are reasonably likely to occur
which will adversely affect the ability of the Oppenheimer Fund to
continue to meet the requirements of Subchapter M of the Code;

(o) Since December 31, 1994, there has been no change by the
Oppenheimer Fund in accounting methods, principles, or practices,
including those required by generally accepted accounting principles,
except as disclosed in writing to the Quest Portfolio or as set forth in
the financial statements of the Oppenheimer Fund covering such period;

(p) The information furnished or to be furnished by the Oppenheimer
Fund for use in registration statements, proxy materials and other
documents which may be necessary in connection with the transactions
contemplated hereby shall be accurate and complete in all material
respects and shall comply in all material respects with Federal securities
and other laws and regulations applicable thereto; and

(q) The Proxy Statement and Prospectus to be included in the
Registration Statement (only insofar as it relates to the Oppenheimer
Fund) will, on the effective date of the Registration Statement and on the
Closing Date, not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which
such statements were made, not materially misleading.

5.2 Quest for Value, on behalf of the Quest Portfolio, represents and
warrants to the Oppenheimer Fund as follows:

(a) The Quest Portfolio is a series of Quest For Value, an
unincorporated voluntary association validly existing and in good standing
under the laws of the Commonwealth of Massachusetts;

(b) Quest For Value is a duly registered, open-end, management
investment company, its registration with the Commission as an investment
company under the 1940 Act is in full force and effect and its current
Prospectus and Statement of Additional Information conform in all material
respects to the requirements of the 1933 Act and the 1940 Act and the
regulations thereunder and do not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(c) All of the issued and outstanding shares of each class of the
Quest Portfolio have been offered and sold in compliance in all material
respects with applicable registration requirements of the 1933 Act and
state securities laws. Shares of each class of the Quest Portfolio are
registered in all jurisdictions in which they are required to be
registered under state securities laws and other laws, and said
registrations, including any periodic reports or supplemental filings, are
complete and current, all fees required to be paid have been paid, and the
Quest Portfolio is not subject to any stop order and is fully qualified
to sell its shares in each state in which its shares have been registered;

(d) The Quest Portfolio is not, and the execution, delivery and
performance of this Agreement will not result, in a violation of (i) any
provision of Quest For Value's Declaration of Trust or By-Laws or (ii) of
any agreement, indenture, instrument, contract, lease or other undertaking
to which the Quest Portfolio is a party or by which it is bound (other
than any violations that individually or in the aggregate would not have
a material adverse effect on the Quest Portfolio);

(e) The Quest Portfolio has no material contracts or other
commitments (other than this Agreement) that will be terminated with
liability to it prior to or as of the Closing Date;

(f) Except as otherwise disclosed in writing to and acknowledged by
the Oppenheimer Fund prior to the date of this Agreement, no litigation,
administrative proceeding, investigation, examination or inquiry of or
before any court or governmental body is presently pending, or to its
knowledge, threatened relating to the Quest Portfolio or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business.
The Quest Portfolio knows of no facts that might form the basis for the
institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body that materially and adversely affects, or is likely to materially and
adversely affect, its business or its ability to consummate the
transactions herein contemplated;

(g) The Statements of Assets and Liabilities, Statements of
Operations and Statements of Changes in Net Assets of the Quest Portfolio
as of October 31, 1994 (audited), examined by Price Waterhouse LLP, and
April 30, 1995 (unaudited) (copies of each of which have been furnished
to the Oppenheimer Fund) fairly present, in all material respects, the
Quest Portfolio's financial condition as of such dates, its results of
operations for such periods and changes in its net assets for such periods
in conformity with generally accepted accounting principles consistently
applied, and as of such dates there were no known liabilities of the Quest
Portfolio (contingent or otherwise) not disclosed therein that would be
required in conformity with generally accepted accounting principles to
be disclosed therein. All liabilities (contingent and otherwise) as of
the Closing Date known to the Quest Portfolio will be set forth on the
unaudited Statement of Assets and Liabilities referred to in paragraph
1.3.

(h) Since the date of the most recent audited financial statements,
there has not been any material adverse change in the Quest Portfolio's
financial condition, assets, liabilities or business, other than changes
occurring in the ordinary course of business, or any incurrence by the
Quest Portfolio of indebtedness maturing more than one year from the date
such indebtedness was incurred, except as otherwise disclosed in writing
to and acknowledged by the Oppenheimer Fund prior to the date of this
Agreement and prior to the Closing Date. All liabilities of the Quest
Portfolio (contingent and otherwise) are reflected in the unaudited
statement described in paragraph 1.3 above. For the purpose of this
subparagraph (h), neither a decline in the Quest Portfolio's net asset
value per share nor a decrease in the Quest Portfolio's size due to
redemptions by Quest Portfolio shareholders shall constitute a material
adverse change;

(i) All federal and other tax returns and reports of the Quest
Portfolio required by law to be filed shall have been filed, there are no
claims, levies, liabilities or amounts due for corporate, excise, income
or other federal, state or local taxes outstanding or threatened against
Quest Portfolio (other than those reflected on its most recent financial
statements) and to the best of Quest For Value's knowledge there are no
facts that might form the basis for such proceedings, no such return is
currently under audit and no assessment has been asserted with respect to
any such return and to the extent such tax returns with respect to the
taxable year of the Quest Portfolio ended October 31, 1994 have not been
filed, such returns will be filed when required and the amount of tax
shown as due thereon shall be paid when due;

(j) For each taxable year since its inception, the Quest Portfolio
has met all the requirements of Subchapter M of the Code for qualification
and treatment as a "regulated investment company" as defined therein and
will be in compliance with said requirements at and as of the Closing
Date;

(k) All issued and outstanding shares of each class of the Quest
Portfolio are, and at the Closing Date will be, duly and validly issued
and outstanding, fully paid and non-assessable with no personal liability
attaching to the ownership thereof. All such shares of each class will,
at the time of Closing, be held by the persons and in the amounts set
forth in the list of shareholders submitted to the Oppenheimer Fund
pursuant to paragraph 3.4. The Quest Portfolio does not have outstanding
any options, warrants or other rights to subscribe for or purchase any of
its shares of any class, nor is there outstanding any security convertible
into any of its shares of any class except for class B shares of the Quest
Portfolio which convert into class A shares of the Quest Portfolio as
described in the current prospectus of the Quest Portfolio.

(l) At the Closing Date, the Quest Portfolio will have title to the
Quest Portfolio Assets, subject to no liens, security interests or other
encumbrances, and full right, power and authority to assign, deliver and
otherwise transfer the Quest Portfolio Assets hereunder, and upon delivery
and payment for the Quest Portfolio Assets, the Oppenheimer Fund will
acquire title thereto, subject to no restrictions on the full transfer
thereof, including such restrictions as might arise under the 1933 Act;

(m) Quest For Value has the power to enter into this Agreement and
carry out its obligations hereunder. The execution, delivery and
performance of this Agreement will have been duly authorized prior to the
Closing Date by all necessary action on the part of Quest For Value, and
subject to the approval of Quest Portfolio's shareholders, this Agreement
constitutes a valid and binding obligation of Quest For Value, enforceable
in accordance with its terms, subject as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or
affecting creditors rights and to general equity principles. No other
consents, authorizations or approvals are necessary in connection with the
performance of this Agreement.

(n) On the effective date of the Registration Statement, at the time
of the meeting of Quest Portfolio's shareholders and on the Closing Date,
the Proxy Materials (exclusive of the currently effective Oppenheimer Fund
prospectus and statement of additional information incorporated therein)
will (i) comply in all material respects with the provisions of the 1933
Act, the Securities Exchange Act of 1934 ("1934 Act") and the 1940 Act and
the regulations thereunder and (ii) not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statement therein, in light of the
circumstances under which such statements were made, not misleading. Any
other information furnished or to be furnished by Quest Portfolio for use
in the Registration Statement or in any other manner that may be necessary
in connection with the transactions contemplated hereby shall be accurate
and complete and shall comply in all material respects with applicable
federal securities and other laws and all regulations thereunder;

(o) Quest Portfolio will, on or prior to the Closing Date, declare
one or more dividends or other distributions to shareholders that,
together with all previous dividends and other distributions to
shareholders, shall have the effect of distributing to the shareholders
all of its investment company taxable income and net capital gain, if any,
through the Closing Date (computed without regard to any deduction for
dividends paid);

(p) Quest Portfolio has maintained or has caused to be maintained
on its behalf all books and accounts as required of a registered
investment company in compliance with the requirements of Section 31 of
the 1940 Act and the Rules thereunder;

(q) Quest Portfolio is not acquiring Oppenheimer Fund shares to be
issued hereunder for the purpose of making any distribution thereof other
than in accordance with the terms of this Agreement;

(r) As of the Closing Date no violation of applicable federal, state
and local statute, law or regulation, exists that individually, or in the
aggregate, would have a material adverse effect on the business or
operations of Quest Portfolio;

(s) As of the Closing Date the Quest Portfolio is in compliance with
its investment objective(s), policies and restrictions as described in its
current prospectus and statement of additional information;

(t) There are no unresolved or outstanding shareholder claims or
complaints related to Quest Portfolio and there will be no such claims or
complaints as of the Closing Date other than as disclosed by Quest
Advisors in writing to Oppenheimer Fund prior to the Closing Date;

(u) Except as previously disclosed to Oppenheimer Fund in writing,
and except as have been fully corrected, there have been no
miscalculations of the net asset value of Quest Portfolio during the
twelve-month period preceding the Closing Date and all such calculations
have been done in accordance with the provisions of Rule 2a-4 under the
1940 Act.

5.3 Quest Advisors represents and warrants to the Oppenheimer Fund
as follows:

(a) To the best knowledge of Quest Advisors after due inquiry, as
of the Closing Date no violation of applicable federal, state and local
statute, law or regulation, exists that individually, or in the aggregate,
would have a material adverse effect on the business or operations of
Quest Portfolio.

(b) To the best knowledge of Quest Advisors after due inquiry,
assuming fulfillment of the conditions precedent to the consummation of
the Reorganization, Quest Portfolio has the right, power, legal capacity
and authority to enter into the Reorganization contemplated by this
Agreement.

(c) To the best knowledge of Quest Advisors after due inquiry, as
of the Closing Date Quest Portfolio is in compliance with its investment
objective(s), policies and restrictions as described in its current
prospectus and statement of additional information.

(d) To the best knowledge of Quest Advisors after due inquiry, as
of the Closing Date there are no outstanding breaches by Quest Portfolio
of any agreement, indenture, instrument, contract, lease or other
undertaking to which it is a party, or by which it is bound (other than
any breaches that individually or in the aggregate would not have a
material adverse effect on the Quest Portfolio).

(e) To the best knowledge of Quest Advisors upon due inquiry, there
are no unresolved or outstanding shareholder claims or inquiries related
to Quest Portfolio and there will be no such claims or inquiries as of
the Closing Date other than as disclosed by Quest Advisors in writing to
Oppenheimer Fund prior to the Closing Date.

(f) Quest Advisors is not aware of any threatened or pending
litigation, administrative proceeding, investigation, examination or
inquiry of or before any court or governmental body relating to the Quest
Portfolio or any of its properties or assets which, if adversely
determined, would materially and adversely affect the Quest Portfolio's
business or its ability to consummate the transactions herein
contemplated.

(g) Quest Advisors is not aware of any outstanding or threatened
private claims or litigation relating to Quest Portfolio. Quest Advisors
knows of no facts that might form the basis for such proceedings.

(h) Except as previously disclosed to Oppenheimer Fund in writing,
and except as have been fully corrected, there have been no
miscalculations of the net asset value of Quest Portfolio during the
twelve-month period preceding the Closing Date and all such calculations
have been done in accordance with the provisions of Rule 2a-4 under the
1940 Act.

(i) There are no claims, levies or liabilities for corporate,
excise, income or other federal, state or local taxes outstanding or
threatened against Quest Portfolio, other than those reflected in its most
recent audited financial statements. Quest Advisors knows of no facts
that might form the basis for such proceedings.

(j) To the best knowledge of Quest Advisors after due inquiry, there
have been no material adverse changes in Quest Portfolio's financial
condition, assets, liabilities or business, other than those reflected in
its most recent audited financial statements and all liabilities of Quest
Portfolio (contingent and otherwise) known to Quest Advisors have been
reported in writing to the Oppenheimer Fund prior to the date of this
Agreement and prior to the Closing Date. A reduction in net assets due
to shareowner redemptions will not be deemed to be a material adverse
change.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE QUEST PORTFOLIO

The obligations of Quest Portfolio to consummate the transactions
provided for herein shall be subject, at its election, to the performance
by Oppenheimer Fund of all the obligations to be performed by it hereunder
on or before the Closing Date and, in addition thereto, the following
conditions:

6.1 All representations and warranties of Oppenheimer Trust, on
behalf of Oppenheimer Fund, contained in this Agreement shall be true and
correct in all material respects as of the date hereof and, except as they
may be affected by the transactions contemplated by this Agreement, as of
the Closing Date with the same force and effect as if made on and as of
the Closing Date.

6.2 Oppenheimer Fund shall have delivered to Quest Portfolio a
certificate executed in Oppenheimer Fund's name by Oppenheimer Fund's
President, Vice President or Secretary and, Treasurer or Assistant
Treasurer, in a form reasonably satisfactory to Quest Portfolio and dated
as of the Closing Date, to the effect that the representations and
warranties of Oppenheimer Trust, on behalf of Oppenheimer Fund made in
this Agreement are true and correct at and as of the Closing Date, except
as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as Quest Portfolio shall
reasonably request;

6.3 Quest Portfolio shall have received a favorable opinion from
Myer, Swanson, Adams & Wolf, P.C., counsel to the Oppenheimer Fund, dated
as of the Closing Date, in a form reasonably satisfactory to Gordon Altman
Butowsky Weitzen Shalov & Wein, counsel to Quest Portfolio, covering the
following points:

That (a) Oppenheimer Fund is a series of Oppenheimer Trust, an
unincorporated voluntary association duly organized, validly existing
and in good standing under the laws of the Commonwealth of
Massachusetts, and has the power to own all of its properties and
assets and to carry on its business as presently conducted
(Massachusetts counsel may be relied upon in delivering such
opinion); (b) Oppenheimer Trust is a duly registered, open-end,
management investment company and its registration with the
Commission as an investment company under the 1940 Act is in full
force and effect; (c) this Agreement has been duly authorized,
executed and delivered by the Oppenheimer Trust, on behalf of
Oppenheimer Fund, and assuming due authorization, execution and
delivery of this Agreement by Quest Portfolio, is a valid and binding
obligation of Oppenheimer Trust enforceable against Oppenheimer Trust
in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium and other laws
relating to or affecting creditors rights and to general equity
principles; (d) Oppenheimer Fund shares to be issued to Quest
Portfolio shareholders as provided by this Agreement are duly
authorized and upon delivery of such shares to Quest Portfolio will
be validly issued and outstanding and fully paid and non-assessable
(except as otherwise set forth in the current statement of additional
information for the Oppenheimer Fund under "How the Fund is Managed -
Organization and History") and no shareholder of Oppenheimer Fund
has any preemptive rights to subscription or purchase in respect
thereof (Massachusetts counsel may be relied upon in delivering such
opinion); (e) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated hereby will
not, violate Oppenheimer Trust's Declaration of Trust and By-Laws or
any provision of any material agreement (known to such counsel) to
which Oppenheimer Fund is a party or by which it is bound or, to the
knowledge of such counsel, result in the acceleration of any material
obligation or the imposition of any material penalty under any
agreement, judgment or decree to which Oppenheimer Fund is a party
or by which it is bound; (f) to the knowledge of such counsel, no
consent, approval, authorization or order of any court or
governmental authority of the United States or any state is required
for the consummation by Oppenheimer Fund of the transactions
contemplated herein, except such as have been obtained under the 1933
Act , the 1934 Act and the 1940 Act and such as may be required under
state securities laws; (g) only insofar as they relate to Oppenheimer
Fund, the descriptions in the Proxy Materials of statutes, legal and
governmental proceedings and contracts and other documents, if any,
are accurate and fairly present the information required to be shown;
(h) such counsel does not know of any legal or governmental
proceedings, only insofar as they relate to Oppenheimer Fund,
existing on or before the date of mailing of the Proxy Materials or
the Closing Date that are required to be described in the
Registration Statement or in any documents that are required to be
filed as exhibits to the Registration Statement that are not
described as required; and (i) to the best knowledge of such counsel,
no material litigation or administrative proceedings or investigation
of or before any court or governmental body is presently pending or
overtly threatened as to Oppenheimer Fund or any of its properties
or assets and Oppenheimer Fund is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects its business,
other than as previously disclosed in the Registration Statement.

6.4 All proceedings taken by Oppenheimer Trust and Oppenheimer Fund
in connection with the transactions contemplated by this Agreement and all
documents incidental thereto shall be satisfactory in form and substance
to Quest Portfolio and its counsel, Gordon Altman Butowsky Weitzen Shalov
& Wein.

6.5 As of the Closing Date, there shall be no material change in the
investment objective, policies and restrictions nor any increase in the
investment management fees, fees payable pursuant to Oppenheimer Fund's
12b-1 plans of distribution or sales loads of Oppenheimer Fund from those
described in the Prospectus and Statement of Additional Information of
Oppenheimer Fund dated July 10, 1995 as supplemented July 14, 1995, except
as may have been approved by shareholders of the Oppenheimer Fund.

6.6 The Cash Reserve shall not exceed 10% of the value of the net
assets, nor 30% in value of the gross assets, of the Quest Portfolio at
the close of business on the Valuation Date.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF OPPENHEIMER FUND

The obligations of Oppenheimer Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance
by Quest Portfolio of all the obligations to be performed by it hereunder
on or before the Closing Date and, in addition thereto, the following
conditions:

7.1 All representations and warranties of Quest For Value, on behalf
of Quest Portfolio, and Quest Advisors contained in this Agreement shall
be true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated by this
Agreement, as of the Closing Date with the same force and effect as if
made on and as of the Closing Date;

7.2 Quest Portfolio shall have delivered to Oppenheimer Fund a
statement of Quest Portfolio Assets and its liabilities, together with a
list of Quest Portfolio's securities and other assets showing the
respective adjusted bases and holding periods thereof for income tax
purposes, as of the Closing Date, certified by the Treasurer of Quest
Portfolio;

7.3 Quest Portfolio shall have delivered to Oppenheimer Fund at the
Closing a certificate executed in Quest For Value's name by the President,
Vice President or Secretary and the Treasurer or Assistant Treasurer of
Quest For Value, in form and substance satisfactory to Oppenheimer Fund
and dated as of the Closing Date, to the effect that the representations
and warranties of Quest for Value, on behalf of Quest Portfolio, made in
this Agreement are true and correct at and as of the Closing Date, except
as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as Oppenheimer Fund shall
reasonably request. Such a certificate shall also be delivered to
Oppenheimer Fund as executed by Quest Advisors with respect to its
representations and warranties made in paragraph 5.3.

7.4 Oppenheimer Fund shall have received at the Closing a favorable
opinion dated as of the Closing Date of Gordon Altman Butowsky Weitzen
Shalov & Wein, counsel to Quest For Value, in a form satisfactory to Myer,
Swanson, Adams & Wolf, P.C., counsel to Oppenheimer Fund covering the
following points:

That (a) Quest Portfolio is a series of Quest For Value, an
unincorporated voluntary association duly organized, validly existing
and in good standing under the laws of the Commonwealth of
Massachusetts and has the power to own all of its properties and
assets and to carry on its business as presently conducted
(Massachusetts counsel may be relied upon in delivering such
opinion); (b) Quest For Value is registered as an investment company
under the 1940 Act, and its registration with the Commission as an
investment company under the 1940 Act is in full force and effect;
(c) this Agreement has been duly authorized, executed and delivered
by Quest For Value on behalf of Quest Portfolio and, assuming due
authorization, execution and delivery of this Agreement by
Oppenheimer Fund, is a valid and binding obligation of Quest For
Value enforceable against Quest For Value in accordance with its
terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting
creditors rights and to general equity principles; (d) the execution
and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, violate Quest For Value's
Declaration of Trust or By-Laws or any provision of any material
agreement (known to such counsel) to which Quest For Value is a party
or by which it is bound or, to the knowledge of such counsel, result
in the acceleration of any material obligation or the imposition of
any material penalty under any agreement, judgment or decree to which
Quest For Value is a party or by which it is bound; (e) to the
knowledge of such counsel, no consent, approval, authorization or
order of any court or governmental authority of the United States or
any state is required for the consummation by Quest For Value of the
transactions contemplated herein, except such as have been obtained
under the 1933 Act, the 1934 Act and the 1940 Act and such as may be
required under state securities laws; (f) only insofar as they relate
to Quest For Value, the descriptions in the Proxy Materials of
statutes, legal and governmental proceedings and contracts and other
documents, if any, are accurate and fairly present the information
required to be shown; (g) such counsel does not know of any legal or
governmental proceedings, only insofar as they relate to Quest For
Value, existing on or before the date of mailing the Proxy Materials
or the Closing Date that are required to be described in the
Registration Statement or in any documents that are required to be
filed as exhibits to the Registration Statement that are not
described as required; and (h) to the best knowledge of such counsel,
no material litigation or administrative proceedings or investigation
of or before any court or governmental body is presently pending or
overtly threatened as to Quest For Value or any of its properties or
assets and Quest Portfolio is not a party to or subject to the
provisions of any order, decree or judgment of any court or
governmental body that materially and adversely affects its business,
other than as previously disclosed in the Registration Statement.

7.5 Between the date hereof and the Closing Date, Quest For Value
shall provide Oppenheimer Fund and its representatives reasonable access
during regular business hours and upon reasonable notice to the books and
records of or relating to Quest Portfolio, including without limitation
the books and records of Quest For Value, as Oppenheimer Fund may
reasonably request. All such information obtained by Oppenheimer Fund
and its representatives shall be held in confidence and may not be used
for any purpose other than in connection with the transaction contemplated
hereby. In the event that the transaction contemplated by this Agreement
is not consummated, Oppenheimer Fund and its representatives will
promptly return to Quest For Value all documents and copies thereof with
respect to Quest Portfolio obtained from Quest For Value during the course
of such investigation.

7.6 Quest For Value, on behalf of Quest Portfolio shall have
delivered to Oppenheimer Fund, pursuant to paragraph 5.2(g), copies of the
most recent financial statements of Quest Portfolio certified by Price
Waterhouse LLP.

7.7 On the Closing Date, the Quest Portfolio Assets shall include
no assets that Oppenheimer Fund, by reason of charter limitations or
otherwise, may not properly acquire.

7.8 All proceedings taken by Quest For Value and Quest Portfolio in
connection with the transactions contemplated by the Agreement and all
documents incidental thereto shall be reasonably satisfactory in form and
substance to Oppenheimer Fund and its counsel, Myer, Swanson, Adams &
Wolf, P.C.

7.9 The stated liabilities, expenses, costs, charges and reserves
reflected on the unaudited Statement of Assets and Liabilities of the
Quest Portfolio referred to in paragraph 1.3 shall have been agreed to by
the Oppenheimer Fund.

7.10 The Registration Statement, including the Proxy Materials, but
only insofar as it relates to the Oppenheimer Fund, filed as a part
thereof, shall have been approved by the Board of Trustees of the
Oppenheimer Fund.

7.11 The Cash Reserve shall not exceed 10% of the value of the net
assets, nor 30% in value of the gross assets, of the Quest Portfolio at
the close of business on the Valuation Date.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF OPPENHEIMER FUND AND
QUEST PORTFOLIO

The obligations of Quest Portfolio and Oppenheimer Fund hereunder are
each subject to the further conditions that on or before the Closing Date:

8.1 This Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of Quest Portfolio and certified copies of the resolutions
evidencing such approval shall have been delivered to Oppenheimer Fund;

8.2 On the Closing Date, no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in connection
with, this Agreement or the transactions contemplated herein;

8.3 All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no-action" positions or any exemptive orders from such federal
and state authorities) deemed necessary by Oppenheimer Fund or Quest For
Value on behalf of Quest Portfolio to permit consummation, in all material
respects, of the transactions contemplated herein shall have been
obtained, except where failure to obtain any such consent, order or permit
would not involve risk of a material adverse effect on the assets or
properties of Oppenheimer Fund or Quest Portfolio.

8.4 The Registration Statement on Form N-14 shall have become
effective under the 1933 Act, no stop orders suspending the effectiveness
thereof shall have been issued and, to the best knowledge of the parties
hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act;

8.5 Quest Portfolio shall have declared and paid a dividend or
dividends and/or other distributions that, together with all previous such
dividends or distributions, shall have the effect of distributing to the
Quest Portfolio Shareholders all of Quest Portfolio's investment company
taxable income (computed without regard to any deduction for dividends
paid) and all of its net capital gain (after reduction for any capital
loss carry-forward and computed without regard to any deduction for
dividends paid) for all taxable years ending on or before the Closing
Date; and

8.6 The parties shall have received a favorable opinion from Price
Waterhouse LLP (based on such representations as such firm shall
reasonably request), addressed to Oppenheimer Fund and Quest Portfolio,
which opinion may be relied upon by the shareholders of Oppenheimer Fund
and Quest Portfolio, substantially to the effect that, for federal income
tax purposes:

(a) The transfer of substantially all of Quest Portfolio's assets in
exchange for Oppenheimer Fund shares and the assumption by
Oppenheimer Fund of certain identified liabilities of Quest Portfolio
followed by the distribution by Quest Portfolio of Oppenheimer Fund
shares to the Quest Portfolio Shareholders in exchange for their
Quest Portfolio shares will constitute a "reorganization" within the
meaning of Section 368(a)(1) of the Code and Quest Portfolio and
Oppenheimer Fund will each be a "party to the reorganization" within
the meaning of Section 368(b) of the Code;

(b) Pursuant to Section 1032 of the Code, no gain or loss will be
recognized by Oppenheimer Fund upon the receipt of the assets of
Quest Portfolio solely in exchange for Oppenheimer Fund shares and
the assumption by Oppenheimer Fund of the identified liabilities of
Quest Portfolio;

(c) Pursuant to Section 361(a) of the Code, no gain or loss will be
recognized by Quest Portfolio upon the transfer of the assets of
Quest Portfolio to Oppenheimer Fund in exchange for Oppenheimer Fund
shares and the assumption by Oppenheimer Fund of the identified
liabilities of Quest Portfolio, or upon the distribution of
Oppenheimer Fund shares to the Quest Portfolio Shareholders in
exchange for the Quest Portfolio shares;

(d) Pursuant to Section 354(a) of the Code, no gain or loss will be
recognized by the Quest Portfolio Shareholders upon the exchange of
the Quest Portfolio shares for the Oppenheimer Fund shares;

(e) Pursuant to Section 358 of the Code, the aggregate tax basis for
Oppenheimer Fund shares received by each Quest Portfolio Shareholder
pursuant to the Reorganization will be the same as the aggregate tax
basis of the Quest Portfolio shares held by each such Quest Portfolio
Shareholder immediately prior to the Reorganization;

(f) Pursuant to Section 1223 of the Code, the holding period of
Oppenheimer Fund shares to be received by each Quest Portfolio
Shareholder will include the period during which the Quest Portfolio
shares surrendered in exchange therefor were held (provided such
Quest Portfolio shares were held as capital assets on the date of the
Reorganization);

(g) Pursuant to Section 362(b) of the Code, the tax basis of the
assets of Quest Portfolio acquired by Oppenheimer Fund will be the
same as the tax basis of such assets to Quest Portfolio immediately
prior to the Reorganization;

(h) Pursuant to Section 1223 of the Code, the holding period of the
assets of Quest Portfolio in the hands of Oppenheimer Fund will
include the period during which those assets were held by Quest
Portfolio; and

(i) Oppenheimer Fund will succeed to and take into account the items
of Quest Portfolio described in Section 381(c) of the Code, including
the earnings and profits, or deficit in earnings and profits, of
Quest Portfolio as of the date of the transaction. Oppenheimer Fund
will take those items into account subject to the conditions and
limitations specified in Sections 381, 382, 383 and 384 of the Code
and applicable regulations thereunder.

Notwithstanding anything herein to the contrary, neither Oppenheimer Fund
nor Quest Portfolio may waive the material conditions set forth in this
paragraph 8.6 although the actual wording of such opinion may differ to
the extent agreed to by Oppenheimer Fund and Quest Portfolio.

9. BROKERAGE FEES AND EXPENSES

9.1 Oppenheimer Fund and Quest For Value on behalf of Quest
Portfolio each represents and warrants to the other that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.

9.2 (a) Oppenheimer Management Corporation shall bear the expenses
of Oppenheimer Fund incurred in connection with entering into and carrying
out the provisions of this Agreement, including legal, accounting and
Commission registration fees and Blue Sky expenses. Quest Advisors (or
a party other than Oppenheimer Fund) shall bear Quest Portfolio's expenses
incurred in connection with entering into and carrying out the provisions
of this Agreement, including legal and accounting fees, and portfolio
transfer taxes (if any) incurred in connection with the consummation of
the transactions contemplated herein. Notwithstanding the foregoing,
expenses incurred with respect to the tax opinion referenced in paragraph
8.6 and expenses of the proxy solicitation, including the cost of printing
and mailing the Proxy Materials, will be evenly apportioned between Quest
Advisors and Oppenheimer Management Corporation.

(b) In the event the transactions contemplated herein are not
consummated by reason of Quest Portfolio's being either unwilling or
unable to go forward (other than by reason of the nonfulfillment or
failure of any condition to Quest Portfolio's obligations specified in
this Agreement), Quest Advisors' (or a party other than Oppenheimer Fund)
only obligation hereunder shall be to reimburse Oppenheimer Fund (or
Oppenheimer Management Corporation) for all reasonable out-of-pocket fees
and expenses incurred by Oppenheimer Fund (or Oppenheimer Management
Corporation) in connection with those transactions, including legal,
accounting and filing fees.

(c) In the event the transactions contemplated herein are not
consummated by reason of Oppenheimer Fund's being either unwilling or
unable to go forward (other than by reason of the nonfulfillment or
failure of any condition to Oppenheimer Fund's obligations specified in
the Agreement), Oppenheimer Fund's only obligations hereunder shall be to
reimburse Quest Portfolio (or Quest Advisors) for all reasonable out-of-
pocket fees and expenses incurred by Quest Portfolio (or Quest Advisors)
in connection with those transactions, including legal, accounting and
filing fees, and to comply with the provisions of paragraph 7.5 hereof.

10. ENTIRE AGREEMENT: SURVIVAL OF WARRANTIES

10.1 Oppenheimer Trust, on behalf of Oppenheimer Fund, Quest For
Value, on behalf of Quest Portfolio and Quest Advisors agree that no party
has made any representation, warranty or covenant not set forth herein and
that this Agreement constitutes the entire agreement between the parties.

10.2 The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection
herewith shall survive the consummation of the transactions contemplated
herein.

11. TERMINATION

11.1 This Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing:

(a) by the mutual written consent of Quest For Value, on behalf of
Quest Portfolio, and Oppenheimer Trust, on behalf of Oppenheimer Fund;

(b) by either Oppenheimer Trust, on behalf of Oppenheimer Fund or
Quest For Value, on behalf of Quest Portfolio, by notice to the other,
without liability to the terminating party on account of such termination
(providing the termination party is not otherwise in default or in breach
of this Agreement) if the Closing shall not have occurred on or before
February 29, 1996; or

(c) by either Oppenheimer Trust, on behalf of Oppenheimer Fund or
Quest For Value, on behalf of Quest Portfolio, in writing without
liability of the terminating party on account of such termination
(provided the terminating party is not otherwise in material default or
breach of the Agreement), if (i) the other party shall fail to perform in
any material respect its agreements contained herein required to be
performed on or prior to the Closing Date, (ii) Quest Advisors, Quest For
Value or the Quest Portfolio, or Oppenheimer Trust or the Oppenheimer
Fund, respectively, materially breaches or shall have breached any of its
representations, warranties or covenants contained herein, (iii) the Quest
Portfolio Shareholders fail to approve the Agreement, (iv) any other
condition herein expressed to be precedent to the obligations of the
terminating party has not been met and it reasonably appears that it will
not or cannot be met or (v) the acquisition contemplated by the
Acquisition Agreement is not consummated.

11.2 (a) Termination of this Agreement pursuant to paragraphs
11.1(a) or (b) shall terminate all obligations of the parties hereunder
(other than Oppenheimer Fund's obligations under paragraph 7.5) and there
shall be no liability for damages on the part of Oppenheimer Trust, the
Oppenheimer Fund, Quest Portfolio or Quest Advisors or the trustees,
directors or officers of Oppenheimer Trust, Quest Portfolio or Quest
Advisors, to any other party or its trustees, directors or officers.

(b) Termination of this Agreement pursuant to paragraph 11.1(c)
shall terminate all obligations of the parties hereunder (other than
Oppenheimer Fund's obligations under paragraph 7.5) and there shall be no
liability for damages on the part of Oppenheimer Fund, Quest Portfolio or
Quest Advisors or the trustees, directors or officers of Oppenheimer
Trust, Quest Portfolio or Quest Advisors, to any other party or its
trustees, directors or officers, except that any party in breach of this
Agreement (or, as to a termination pursuant to paragraph 11.1(c)(v), in
breach of the Acquisition Agreement) shall, upon demand, reimburse the
non-breaching party or parties for all reasonable out-of-pocket fees and
expenses incurred in connection with the transactions contemplated by this
Agreement, including legal, accounting and filing fees. For the purposes
of this paragraph 11.2(b), the non-fulfillment of the condition set forth
in paragraph 8.1 shall not be deemed a breach entitling a party to
reimbursement of expenses and fees.

12. AMENDMENTS

This Agreement may be amended, modified or supplemented in such
manner as may be mutually agreed upon in writing by the authorized
officers of Quest For Value, Oppenheimer Trust and Quest Advisors;
provided, however, that following the meeting of Quest Portfolio's
shareholders called by Quest Portfolio pursuant to paragraph 4.2, no such
amendment may have the effect of changing the provisions for determining
the number of Oppenheimer Fund Shares to be issued to the Quest Portfolio
Shareholders under this Agreement to the detriment of such Shareholders
without their further approval.

13. INDEMNIFICATION

13.1 Oppenheimer Trust will indemnify and hold harmless, Quest For
Value, Quest Portfolio and Quest Advisors, and their respective trustees,
directors, officers and shareholders against any and all claims to the
extent such claims are based upon, arise out of or relate to any
untruthful or inaccurate representations made by Oppenheimer Trust on
behalf of Oppenheimer Fund in this Agreement or any breach by Oppenheimer
Fund of any warranty or any failure to perform or comply with any of its
obligations, covenants, conditions or agreements set forth in this
Agreement, including those set forth in paragraph 1.3.

13.2 Quest Advisors will indemnify and hold harmless Quest For Value,
Oppenheimer Trust and Oppenheimer Fund, and their respective trustees,
officers and shareholders against any and all claims to the extent such
claims are based upon, arise out of or relate to any untruthful or
inaccurate representation made by Quest For Value on behalf of Quest
Portfolio or Quest Advisors in this Agreement or any breach by Quest
Portfolio or Quest Advisors of any warranty or any failure by Quest
Portfolio to perform or comply with any of its obligations, covenants,
conditions or agreements set forth in this Agreement.

13.3 As used in this section 13, the word "claim" means any and all
liabilities, obligations, losses, damages, deficiencies, demands, claims,
penalties, assessments, judgments, actions, proceedings and suits of
whatever kind and nature and all costs and expenses (including, without
limitation, reasonable attorneys' fees).

13.4 Promptly after the receipt by any party (the "Indemnified
Party"), of notice of any claim by a third party which may give rise to
indemnification hereunder, the Indemnified Party shall notify the party
against whom a claim for indemnification may be made hereunder (the
"Indemnifying Party"), in reasonable detail of the nature and amount of
the claim. The Indemnifying Party shall be entitled to assume, at its
sole cost and expense (unless it is subsequently determined that the
Indemnifying Party did not have the obligation to indemnify the
Indemnified Party under such circumstances), and shall have sole control
of the defense and settlement of such action or claim; provided, however,
that:

(a) the Indemnified Party shall be entitled to participate in the
defense of such claim and, in connection therewith, to employ counsel at
its own expense; and

(b) without the prior written consent of the Indemnified Party which
shall not be unreasonably withheld, the Indemnifying Party shall not
consent to the entry of any judgment or enter into any settlement that
requires any action other than the payment of money.

In the event the Indemnifying Party elects to assume control of the
defense of any such action in accordance with the foregoing provisions,
(i) the Indemnifying Party shall not be liable to Indemnified Party for
any legal fees, costs and expenses incurred by the Indemnified Party in
connection with the defense thereof arising after the date the
Indemnifying Party elects to assume control of such defense and (ii)
Indemnified Party shall fully cooperate with the Indemnifying Party in
such defense. If the Indemnifying Party does not assume control of the
defense of such claim in accordance with the foregoing provisions, the
Indemnified Party shall have the right to defend such claim, in which case
the Indemnifying Party shall pay all reasonable costs and expenses of
such defense plus interest on the cost of defense from the date paid at
a rate equal to the prime commercial rate of interest as in effect from
time to time at Citibank, N.A. The Indemnified Party shall conduct such
defense in good faith and shall have the right to settle the matter with
the prior written consent of the Indemnifying Party which shall not be
reasonably withheld.

14. NOTICES

Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed to Oppenheimer Management Corporation at Two World Trade Center,
34th Floor, New York, New York 10048-0203 Attention: Andrew J. Donohue
with a copy to Allan Adams, Esq. at Myer, Swanson, Adams & Wolf, P.C.,
1600 Broadway, Denver, Colorado 80202; to Quest For Value at One World
Financial Center, New York, New York 10281 Attention: Thomas Duggan, with
a copy to Stuart Strauss, Esq. at Gordon Altman Butowsky Weitzen Shalov
& Wein, 114 West 47th Street, New York, New York 10036.

15. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF
LIABILITY

15.1 The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

15.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.

15.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

15.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other
parties. Except as provided in the following sentence, nothing herein
expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation, other than the parties hereto and
their respective successors and assigns, any rights or remedies under or
by reason of this Agreement. A shareholder of Quest Portfolio who becomes
a shareholder of Oppenheimer Fund on the Closing Date and continues to be
a shareholder of Oppenheimer Fund, shall be entitled to the benefits and
may enforce the provisions of paragraph 4.9 hereof except insofar as
paragraph 4.9 relates to the election of trustees; and the persons
designated in paragraphs 13.1 and 13.2 hereof shall be entitled to the
benefits and may enforce the provisions of section 13 hereof.

15.5 The obligations and liabilities of Oppenheimer Trust, on
behalf of Oppenheimer Fund, hereunder are solely those of Oppenheimer Fund
and not of any other series of Oppenheimer Trust. It is expressly agreed
that shareholders, trustees, nominees, officers, agents or employees of
Oppenheimer Trust and Oppenheimer Fund shall not be personally liable
hereunder. Quest For Value and Quest Advisors acknowledge that each has
notice of the provisions of Oppenheimer Trust's Declaration of Trust
disclaiming shareholder and trustee liability for acts and obligations of
the Oppenheimer Trust. The execution and delivery of this Agreement have
been authorized by the trustees of Oppenheimer Trust and signed by the
officers of Oppenheimer Trust acting as such, and neither such
authorization by such trustees nor such execution and delivery by such
officers shall be deemed to have been made by any of the, individually or
to impose any liability on any of them personally.

15.6 The obligations and liabilities of the Quest For Value on behalf
of Quest Portfolio hereunder are solely those of the Quest Portfolio and
not of any other series of Quest For Value. It is expressly agreed that
shareholders, trustees, nominees, officers, agents, or employees of Quest
For Value and Quest Portfolio shall not be personally liable hereunder.
Oppenheimer Trust acknowledges that it has notice of the provisions of
Quest For Value's Declaration of Trust disclaiming shareholder and trustee
liability for acts and obligations of Quest For Value. The execution and
delivery of this Agreement have been authorized by the trustees of Quest
For Value and signed by officers of Quest For Value acting as such, and
neither such authorization by such trustees nor such execution and
delivery by such officers shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer.

OPPENHEIMER INTEGRITY FUNDS

By: ________________________________

QUEST FOR VALUE FAMILY OF FUNDS

By: ____________________________

QUEST FOR VALUE ADVISORS

By: ____________________________

<PAGE>
EXHIBIT B

The aggregate purchase price for the Purchased Assets and Assumed
Liabilities will be an amount equal to the sum of (i) the Initial Purchase
Payment (as hereinafter defined) payable in cash at the Acquisition
Closing, (ii) the aggregate amount of all unamortized prepaid commissions
as of the business day immediately preceding the Acquisition Closing which
relate to the Acquired Funds (excluding those with respect to Citibank,
N.A.) payable in cash at the Acquisition Closing, (iii) the amount payable
by OMC in respect of the right, title and interest of Citibank, N.A. to
certain commissions, (iv) the Deferred Purchase Payment (as hereinafter
defined) and (v) the aggregate amount of the Assumed Liabilities.

The "Initial Purchase Payment" shall be an amount equal to the sum of (x)
225% of the Annualized Fee Amount (as hereinafter defined) of each
Reorganized Fund and (y) 270% of the Annualized Fee Amount of each
Continuing Fund (excluding the Quest for Value Officers Fund). The
"Annualized Fee Amount" of an Acquired Fund shall equal the product of (i)
such Acquired Fund's Closing Net Assets (as hereinafter defined) and (ii)
the annual advisory fee payable to QVA by such Acquired Fund at the rate
indicated in the most recent prospectus for such Acquired Fund at the
Acquisition Closing (plus any applicable annual administrative fee)
"Closing Net Assets" for an Acquired Fund shall mean the aggregate net
asset value of such Acquired Fund as of the close of business on the last
business date preceding the Acquisition Closing.

The "Deferred Purchase Payment" shall be an amount equal to the aggregate
amounts determined for all Reorganized Funds pursuant to the following
formula: the Closing Payment (as hereinafter defined) times the
Applicable Percentage (as hereinafter defined). The "Closing Payment"
shall be the aggregate amount calculated for all Reorganized Funds
pursuant to clause (x) of the Initial Purchase Payment formula. The
"Applicable Percentage" shall be 100% if the Continuing Net Asset
Percentage (as hereinafter defined) is 75% or more, 0% if the Continuing
Net Asset Percentage is 50% or less and the percentage determined in
accordance with the following formula if the Continuing Net Asset
Percentage is between 75% and 50%: 100% - (4) (75% - Continuing Net
Asset Percentage). The "Continuing Net Asset Percentage" shall equal the
percentage obtained by dividing the Anniversary Net Assets (as hereinafter
defined) by the Closing Net Assets. The "Anniversary Net Assets" shall
mean the most recently determined aggregate net asset values of all
Reorganized Funds as of 8:00 p.m. on the first anniversary of the
Acquisition Closing of each account of the Reorganized Funds which are
eligible to be included in Anniversary Net Assets in accordance with the
principles set forth in the Acquisition Agreement.
<PAGE>
Preliminary Copy
QUEST FOR VALUE FAMILY OF FUNDS
INVESTMENT QUALITY INCOME FUND - CLASS A SHARES

PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD November 16, 1995

The undersigned shareholder of Investment Quality Income Fund (the
"Fund"), a series of Quest for Value Family of Funds (the "Trust"), does
hereby appoint Thomas E. Duggan and Maria Camacho, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to attend the Special Meeting of Shareholders of the Fund
to be held on November 16, 1995, at One World Financial Center, New York,
New York 10281 on the 40th Floor at 10:00 A.M., New York time, and at all
adjournments thereof, and to vote the shares held in the name of the
undersigned on the record date for said meeting on the Proposal specified
on the reverse side. Said attorneys-in-fact shall vote in accordance with
their best judgment as to any other matter.

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHO RECOMMENDS A VOTE
FOR THE PROPOSAL ON THE REVERSE SIDE. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED ON THE REVERSE SIDE OR FOR IF NO CHOICE IS
INDICATED.

Please mark your proxy, date and sign it on the reverse side and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.

The Proposal:

To approve an Agreement and Plan of Reorganization dated as of
_______________, 1995 by and among Oppenheimer Integrity Funds, on
behalf of Oppenheimer Bond Fund, the Trust, on behalf of the Fund,
and Quest for Value Advisors, and the transactions contemplated
thereby, including the transfer of substantially all the assets of
the Fund in exchange for Class A, Class B and Class C shares of
Oppenheimer Bond Fund and the assumption by Oppenheimer Bond Fund of
certain liabilities of the Fund, the distribution of such shares to
the shareholders of the Fund in liquidation of the Fund and the
cancellation of the outstanding shares of the Fund.

FOR____ AGAINST____ ABSTAIN____

Dated:________________________, 1995
(Month) (Day)

______________________________
Signature(s)

Please read both sides of this ballot.

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give his or her title.
Preliminary Copy
QUEST FOR VALUE FAMILY OF FUNDS
INVESTMENT QUALITY INCOME FUND - CLASS B SHARES

PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD November 16, 1995

Please mark your proxy, date and sign it on the reverse side and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.

The Proposal:

FOR____ AGAINST____ ABSTAIN____

Dated:________________________, 1995
(Month) (Day)

______________________________
Signature(s)

Please read both sides of this ballot.

PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD November 16, 1995

Please mark your proxy, date and sign it on the reverse side and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.

The Proposal:
To approve an Agreement and Plan of Reorganization dated as of
_______________, 1995 by and among Oppenheimer Integrity Funds, on
behalf of Oppenheimer Bond Fund, the Trust, on behalf of the Fund,
and Quest for Value Advisors, and the transactions contemplated
thereby, including the transfer of substantially all the assets of
the Fund in exchange for Class A, Class B and Class C shares of
Oppenheimer Bond Fund and the assumption by Oppenheimer Bond Fund of
certain liabilities of the Fund, the distribution of such shares to
the shareholders of the Fund in liquidation of the Fund and the
cancellation of the outstanding shares of the Fund.

FOR____ AGAINST____ ABSTAIN____

Dated:________________________, 1995
(Month) (Day)

______________________________
Signature(s)

Please read both sides of this ballot.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give his or her title.

<PAGE>

OPPENHEIMER

Bond Fund

Prospectus dated July 10, 1995.

Oppenheimer Bond Fund (the "Fund"), formerly named "Oppenheimer Investment
Grade Bond Fund," is a mutual fund with the investment objective of
seeking a high level of current income by investing mainly in debt
instruments. The Fund will, under normal market conditions, invest at
least 65% of its total assets in a diversified portfolio of investment
grade debt securities. You should carefully review the risks associated
with an investment in the Fund. Please refer to "Investment Objectives
and Polices" beginning on page 10.

This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the July 10, 1995, Statement of Additional Information. For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).

(OppenheimerFunds logo)

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

Contents

3 ABOUT THE FUND

5 Expenses

7 A Brief Overview of the Fund

10 Financial Highlights

19 Investment Objective and Policies

21 How the Fund is Managed

25 Performance of the Fund

25 ABOUT YOUR ACCOUNT

25 How to Buy Shares
29 Class A Shares
32 Class B Shares
35 Class C Shares

36 Special Investor Services
36 AccountLink
37 Automatic Withdrawal and Exchange Plans
37 Reinvestment Privilege
38 Retirement Plans

38 How to Sell Shares
39 By Mail
39 By Telephone
40 By Checkwriting

40 How to Exchange Shares

42 Shareholder Account Rules and Policies

43 Dividends, Capital Gains and Taxes

<PAGE>

A B O U T T H E F U N D

Expenses

The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services, and those
expenses are subtracted from the Fund's assets to calculate the Fund's net
asset value per share. All shareholders therefore pay those expenses
indirectly. Shareholders pay other expenses directly, such as sales
charges and shareholder transaction charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly. The numbers below are based on the Fund's expenses
during its last fiscal year ended December 31, 1994.

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account," from
pages 24 through 37 for an explanation of how and when these charges
apply.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
-----------------------------------------------------------------
<S> <C> <C> <C>
Maximum Sales Charge 4.75% None None
on Purchases (as a %
of offering price)
-----------------------------------------------------------------
Sales Charge on
Reinvested Dividends None None None
-----------------------------------------------------------------
Deferred Sales Charge None(1) 5% in the first 1% if shares are
(as a % of the lower of year, declining redeemed within
the original purchase to 1% in the 12 months of
price or redemption sixth year and purchase(2)
proceeds) eliminated
thereafter(2)
-----------------------------------------------------------------
Exchange Fee None None None
</TABLE>

1. If you invest more than $1 million in Class A shares (more than
$500,000 for purchases under the OppenheimerFunds - prototype 401(k)
plans) you may have to pay a sales charge of up to 1% if you sell your
shares within 18 calendar months from the end of the calendar month during
which you purchased those shares. See "How to Buy Shares - Class A
Shares," below.
2. See "How to Buy Shares," below, for more information on the contingent
deferred sales charges.

-- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth in "How the
Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses.

The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the average net assets of each class
of the Fund's shares for that year. The management fees have been
restated to reflect the Fund's new investment advisory agreement dated
July 10, 1995 with Oppenheimer Management Corporation. The restated
management fee rate is as if the new investment advisory agreement had
been in effect during the entire fiscal year ended December 31, 1994. Had
the management fee rate not changed, the actual management fee would have
been 0.50% for Class A and Class B shares, and total operating expenses
would have been 1.06% for Class A and 1.78% for Class B, respectively.

The 12b-1 Distribution Plan Fees for Class A shares are Service Plan
Fees (the maximum is 0.25% of average annual net assets of that class),
and for Class B and Class C shares, the 12b-1 Distribution Plan Fees are
the Distribution and Service Plan Fees (the service fee is 0.25% of
average annual net assets of the class) and the asset-based sales charge
of 0.75%. These Plans are discussed in greater detail in "How to Buy
Shares." Class C shares were not publicly offered during the fiscal year
ended December 31, 1994. The "Annual Fund Operating Expenses" as to Class
C shares are estimates based on amounts that would have been payable in
that period assuming that Class C shares were outstanding during such
fiscal year.

The actual expenses for each class of shares in future years may be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares.
<TABLE>
<CAPTION>
Class A Class B Class C
Shares Shares Shares
----------------------------------------------------------------------
<S> <C> <C> <C>
Management Fees 0.75% 0.75% 0.75%
(Restated)
----------------------------------------------------------------------
12b-1 Distribution Plan Fees 0.25%(1) 1.00%(2) 1.00%(2)
(includes Shareholder
Service Plan Fees)

Other Expenses 0.31% 0.28% 0.28%
-----------------------------------------------------------------
Total Fund 1.31% 2.03% 2.03%
Operating Expenses
</TABLE>

1. Service Plan fees only
2. Includes Service Plan fees and asset-based sales charge

-- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the chart above as restated.
If you were to redeem your shares at the end of each period shown below,
your investment would incur the following expenses by the end of 1, 3, 5
and 10 years:

1 year 3 years 5 years 10 years*
-----------------------------------------------------------------
Class A Shares $60 $87 $116 $198
----------------------------------------------------------------------
Class B Shares $71 $94 $129 $200
----------------------------------------------------------------------
Class C Shares $31 $64 $109 $236

If you did not redeem your investment, it would incur the following
expenses:

Class A Shares $60 $87 $116 $198
----------------------------------------------------------------------
Class B Shares $21 $64 $109 $200
----------------------------------------------------------------------
Class C Shares $21 $64 $109 $236

*The Class B expenses in years 7 through 10 are based on the Class
A expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Long-term Class B and Class
C shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge. The automatic conversion of Class B shares to Class A shares is
designed to minimize the likelihood that this will occur. Please refer
to "How to Buy Shares - Class B Shares" for more information.

These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.

A Brief Overview Of The Fund

Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

-- What Is The Fund's Investment Objective? The Fund seeks to
achieve a high level of current income by investing mainly in debt
instruments.

-- What Does The Fund Invest In? Under normal market conditions, the
Fund invests at least 65% of its total assets in a diversified portfolio
of investment grade fixed-income securities. These include (i)
investment-grade debt securities rated BBB or above by Standard and Poor's
Corporation or Baa or above by Moody's Investors Service, Inc. or, if
unrated, are of comparable quality as determined by the Fund's Manager;
(ii) securities issued or guaranteed as to principal and interest by the
U.S. Government, its agencies or instrumentalities or obligations secured
by such securities ("U.S. Government Securities"); and (iii) high-quality,
short-term money market instruments.

The Fund may invest up to 35% of its total assets in non-investment
grade debt instruments. Although non-investment grade securities
generally offer the potential for higher income than investment grade
securities, they may be subject to greater market fluctuations and a
greater risk of default because of the issuer's low creditworthiness. The
Fund may also write covered calls and use certain types of securities
called "derivative investments" and hedging instruments to try to manage
investment risks. These investments are more fully explained in
"Investment Objective and Policies" starting on page 10.

Prior to July 10, 1995, the Fund's investments were limited to
investment grade bonds, U.S. Government Securities, and money market
instruments. The Fund's shareholders approved changes in the Fund's
investment policies at a meeting held July 10, 1995. These changes are
reflected in this Prospectus and Statement of Additional Information.

-- Who Manages The Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment company portfolios currently having over
$30 billion in assets. The Fund's portfolio managers, who are primarily
responsible for the selection of the Fund's securities, are David P. Negri
and David A. Rosenberg. The Manager is paid a management fee by the Fund,
based on its net assets. The Fund's Board of Trustees, elected by
shareholders, oversees the Manager. Please refer to "How the Fund is
Managed," starting on page 19 for more information about the Manager and
the Manager and their fees.

-- How Risky Is The Fund? All investments carry risks to some
degree. The Fund's investments in fixed-income securities are subject to
changes in their value and their yield from a number of factors, including
changes in the general bond market and changes in interest rates. Non-
investment grade securities may have speculative characteristics and be
subject to a greater risk of default than investment grade securities.
These changes affect the value of the Fund's investments and its share
prices for each class of its shares. In the OppenheimerFunds spectrum the
Fund is generally considered a moderately risky income fund, more
aggressive than money market funds but less aggressive than high yield
funds. While the Manager tries to reduce risks by diversifying
investments, by carefully researching securities before they are purchased
for the portfolio, and in some cases by using hedging techniques, there
is no guarantee of success in achieving the Fund's objective and your
shares may be worth more or less than their original cost when you redeem
them. Please refer to "Investment Objectives and Policies" starting on
page 10 for a more complete discussion of the Fund's investment risks.

-- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink. Please refer to "How to Buy Shares"
starting on page 25 for more details.

-- Will I Pay A Sales Charge To Buy Shares? The Fund has three
classes of shares. All classes have the same investment portfolio but
different expenses. Class A shares are offered with a front-end sales
charge, starting at 4.75%, which are reduced for larger purchases. Class
B and Class C shares are offered without a front-end sales charge, but may
be subject to a contingent deferred sales charge if redeemed within 6
years or 12 months of purchase, respectively. There is also an annual
asset-based sales charge on Class B and Class C shares. Please review
"How to Buy Shares" starting on page 25 for more details, including a
discussion about factors you and your financial advisor should consider
in determining which class may be appropriate for you.

-- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by using Checkwriting. Please refer to "How to Sell Shares"
starting on page 38. The Fund also offers exchange privileges to other
OppenheimerFunds, described in "How to Exchange Shares" on page 40.

-- How Has The Fund Performed? The Fund measures its performance by
quoting its yield, average annual total return and cumulative total
return, which measure historical performance. Those yields and total
returns can be compared to the returns (over similar periods) of other
funds. Prior to July 10, 1995, the Fund's investments were limited to
investment grade bonds, U.S. Government Securities, and money market
instruments. Of course, other funds may have different objectives,
investments, and levels of risk. The Fund's performance can also be
compared to broad market indices, which we have done on page 24. Please
remember that past performance does not guarantee future results.

Financial Highlights

The table on the following pages presents selected financial information
about the Fund, including per share data and expense ratios and other data
based on the Fund's average net assets. This information has been audited
by Deloitte & Touche LLP, the Fund's independent auditors, whose report
on the Fund's financial statements for the fiscal year ended December 31,
1994 is included in the Statement of Additional Information. Class C
shares were not offered prior to July 11, 1995. Accordingly, no
information on Class C shares is reflected in the table below or in the
Fund's other financial statements. The information in the table for the
fiscal periods prior to 1991 was audited by the Fund's previous
independent auditors.

<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Financial Highlights
-----------------------------------------------------------------------------------
Class A
-----------------------------------------------------------------------------------
Eleven
Months
Ended
Year Ended December 31, Dec. 31,
1994 1993 1992 1991(3) 1990 1989 1988(2)
==========================================================
==========================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning
of period $11.12 $10.74 $10.80 $ 9.86 $10.29 $10.12 $10.55
-------------------------------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income .65 .69 .75 .82 .88(4) .92 .93
Net realized and
unrealized gain (loss)
on investments (1.08) .40 (.05) .90 (.43) .19 (.36)
------- ------- ------- ------- ------ ------- -------
Total income (loss) from
investment operations (.43) 1.09 .70 1.72 .45 1.11 .57
-------------------------------------------------------------------------------------------------------------------
Dividends to shareholders:
Dividends from net
investment income (.65) (.71) (.76) (.78) (.88) (.94) (1.00)
Dividends in excess of net
investment income (.03) -- -- -- -- -- --
------- ------- ------- ------- ------ ------- -------
Total dividends to
shareholders (.68) (.71) (.76) (.78) (.88) (.94) (1.00)
-------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $ 10.01 $ 11.12 $ 10.74 $ 10.80 $ 9.86 $ 10.29 $ 10.12
======= ======= ======= ======= ======
======= =======

==========================================================
==========================================================
Total Return, at Net
Asset Value(5) (3.87)% 10.30% 6.77% 18.28% 4.74% 11.31% 4.48%

==========================================================
==========================================================
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $96,640 $110,759 $106,290 $90,623 $87,021 $96,380 $102,293
-------------------------------------------------------------------------------------------------------------------
Average net assets
(in thousands) $102,168 $111,702 $ 98,672 $86,471 $ 90,065 $100,891 $111,264
-------------------------------------------------------------------------------------------------------------------
Number of shares
outstanding at end of
period (in thousands) 9,653 9,963 9,899 8,390 8,829 9,369 10,108
-------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 6.25% 6.20% 7.00% 8.02% 8.85% 8.85% 8.75%
Expenses 1.06% 1.06% 1.10% 1.23% 1.24%(4) 1.14% 1.05%
-------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 70.3% 110.1% 116.4% 97.1% 80.4% 41.3% 45.0%

</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------
Financial Highlights (continued)
------------------------------------------------------------------------
Class A (continued) Class B
-------------------------------------------------------------- --------
Year Period
Ended Ended
Year Ended January 31, Dec. 31, Dec. 31,
1988(2) 1987(2) 1986(2) 1985(2) 1994 1993(1)
==========================================================
=============================================
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating Data:
Net asset value, beginning
of period $ 11.30 $ 11.16 $ 10.91 $ 11.00 $ 11.11 $ 11.10
-------------------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income 1.09 1.16 1.22 1.27 .58 .40
Net realized and
unrealized gain (loss)
on investments (.55) .22 .35 (.04) (1.08) .03
------- ------- ------- ------- ------- -------
Total income (loss) from
investment operations .54 1.38 1.57 1.23 (.50) .43
-------------------------------------------------------------------------------------------------------
Dividends to shareholders:
Dividends from net
investment income (1.29) (1.24) (1.32) (1.32) (.57) (.42)
Dividends in excess of net
investment income -- -- -- -- (.03) --
------- ------- ------- ------- ------- -------
Total dividends to
shareholders (1.29) (1.24) (1.32) (1.32) (.60) (.42)
-------------------------------------------------------------------------------------------------------
Net asset value,
end of period $ 10.55 $ 11.30 $ 11.16 $ 10.91 $ 10.01 $ 11.11
======= ======= ======= ======= =======
=======

==========================================================
=============================================
Total Return, at Net
Asset Value(5) N/A N/A N/A N/A (4.53)% 3.91%

==========================================================
=============================================
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $118,568 $125,513 $121,979 $117,293 $3,451 $1,809
-------------------------------------------------------------------------------------------------------
Average net assets
(in thousands) $118,724 $123,045 $118,253 $111,235 $2,747 $ 922
-------------------------------------------------------------------------------------------------------
Number of shares
outstanding at end of
period (in thousands) 11,234 11,103 10,930 10,751 345 163
-------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 10.28% 10.45% 11.26% 12.21% 5.53% 4.80%(6)
Expenses .98% .93% .97% 1.01% 1.78% 1.90%(6)
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate(7) 19.5% 59.8% 36.5% 76.7% 70.3% 110.1%
</TABLE>

<PAGE>

Investment Objective and Policies

Objective. The Fund seeks a high level of current income by investing
mainly in debt instruments.

Investment Policies and Strategies.

Under normal market conditions, the Fund invests at least 65% of its total
assets in investment grade debt securities, U.S. Government Securities,
and money market instruments. Investment-grade debt securities are those
rated in one of the four highest categories by Standard & Poor's
Corporation, Moody's Investors Service, Inc., Fitch Investors Service,
Inc. or other nationally-recognized rating organization. A description
of these rating categories is included as an Appendix to the Fund's
Statement of Additional Information. Debt securities (often referred to
as "fixed-income securities") are used by issuers to borrow money from
investors. The issuer promises to pay the investor interest at a fixed
or variable rate, and to pay back the amount it borrowed (the "principal")
at maturity. Some debt securities, such as zero coupon bonds (discussed
below) do not pay current interest. The Fund may invest up to 35% of its
total assets in debt securities rated less than investment grade or, if
unrated, judged by the Manager to be of comparable quality to such lower-
rated securities (collectively, "lower-grade securities"). Lower-grade
securities (often called "junk bonds") are considered speculative and
involve greater risk. They may be less liquid than higher-rated
securities. If the Fund were forced to sell a lower-grade debt security
during a period of rapidly-declining prices, it might experience
significant losses especially if a substantial number of other holders
decide to sell at the same time. Other risks may involve the default of
the issuer or price changes in the issuer's securities due to changes in
the issuer's financial strength or economic conditions. The Fund is not
obligated to dispose of securities when issuers are in default or if the
rating of the security is reduced. These risks are discussed in more
detail in the Statement of Additional Information.

The Manager anticipates that the Fund would generally invest at least
75% of its total assets in: (i) U.S. corporate bonds rated "A" or better
and (ii) U.S. government and agency bonds. The Manager further
anticipates that the Fund would invest an additional 15% of its total
assets in non-investment grade domestic corporate bonds and 10% of its
total assets in non-investment grade foreign bonds. These anticipated
investment targets, including the allocation between domestic and foreign
lower-grade debt securities, are subject to fluctuation and may be changed
by the Manager without further notice to shareholders or amended
prospectus disclosure. Under normal market conditions, the Fund's target
duration will be approximately five. Duration is a measure of the
anticipated rise or decline in value for a 1% change in interest rates.
For example, a duration of 2 in a portfolio indicates that for every 1%
rise in general interest rates, the portfolio's value would be expected
to fall 2%, and vice versa.

When investing the Fund's assets, the Manager considers many factors,
including current developments and trends in both the economy and the
financial markets. The Fund may try to hedge against losses in the value
of its portfolio of securities by using hedging strategies described
below. The Manager may employ special investment techniques, also
described below. Additional information about the securities the Fund may
invest in, the hedging strategies the Fund may employ and the special
investment techniques may be found under the same headings in the
Statement of Additional Information.

-- Interest Rate Risks. In addition to credit risks, described
below, debt securities are subject to changes in their value due to
changes in prevailing interest rates. When prevailing interest rates
fall, the values of already-issued debt securities generally rise. When
interest rates rise, the values of already-issued debt securities
generally decline. The magnitude of these fluctuations will often be
greater for longer-term debt securities than shorter-term debt securities.
Changes in the value of securities held by the Fund mean that the Fund's
share prices can go up or down when interest rates change, because of the
effect of the change on the value of the Fund's portfolio of debt
securities.

-- Credit Risks. Debt securities are also subject to credit risks.
Credit risk relates to the ability of the issuer of a debt security to
make interest or principal payments on the security as they become due.
Generally, higher-yielding, lower-rated bonds (which the Fund may hold)
are subject to greater credit risk than higher-rated bonds. Securities
issued or guaranteed by the U.S. Government are subject to little, if any,
credit risk. While the Manager may rely to some extent on credit ratings
by nationally recognized rating agencies, such as Standard & Poor's or
Moody's, in evaluating the credit risk of securities selected for the
Fund's portfolio, it may also use its own research and analysis. However,
many factors affect an issuer's ability to make timely payments, and there
can be no assurance that the credit risks of a particular security will
not change over time.

-- Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, which is described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those investment policies. The Fund's investment policies
and techniques are not "fundamental" unless this Prospectus or the
Statement of Additional Information says that a particular policy is
"fundamental." The Fund's investment objective is a fundamental policy.

Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information). The Fund's Board of Trustees may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus.

-- U.S. Government Securities. Certain U.S. Government Securities,
including U.S. Treasury bills, notes and bonds, and mortgage participation
certificates guaranteed by Government National Mortgage Association
("Ginnie Mae") are supported by the full faith and credit of the U.S.
government, which in general terms means that the U.S. Treasury stands
behind the obligation to pay principal and interest. Ginnie Mae
certificates are one type of mortgage-related U.S. Government Security the
Fund invests in. Other mortgage-related U.S. Government Securities the
Fund invests in that are issued or guaranteed by federal agencies or
government-sponsored entities are not supported by the full faith and
credit of the U.S. government. Those securities include obligations
supported by the right of the issuer to borrow from the U.S. Treasury,
such as obligations of Federal Home Loan Mortgage Corporation ("Freddie
Mac"), obligations supported only by the credit of the instrumentality,
such as Federal National Mortgage Association ("Fannie Mae") and
obligations supported by the discretionary authority of the U.S.
Government to repurchase certain obligations of U.S. Government agencies
or instrumentalities such as the Federal Land Banks and the Federal Home
Loan Banks. Other U.S. Government Securities the Fund invests in are
collateralized mortgage obligations ("CMOs").

The value of U.S. Government Securities will fluctuate depending on
prevailing interest rates. Because the yields on U.S. Government
Securities are generally lower than on corporate debt securities, when the
Fund holds U.S. Government Securities it may attempt to increase the
income it can earn from them by writing covered call options against them,
when market conditions are appropriate. Writing covered calls is
explained below, under "Other Investment Techniques and Strategies."

-- Short-Term Debt Securities. The high quality, short-term money
market instruments in which the Fund may invest include U.S. Treasury and
agency obligations; commercial paper (short-term, unsecured, negotiable
promissory notes of a domestic or foreign company); short-term obligations
of corporate issuers; bank participation certificates; and certificates
of deposit and bankers' acceptances (time drafts drawn on commercial banks
usually in connection with international transactions) of banks and
savings and loan associations.

-- Mortgage-Backed Securities and CMOs. Certain mortgage-backed
securities, whether issued by the U.S. government or by private issuers,
"pass-through" to investors the interest and principal payments generated
by a pool of mortgages assembled for sale by government agencies. Pass-
through mortgage-backed securities entail the risk that principal may be
repaid at any time because of prepayments on the underlying mortgages.
That may result in greater price and yield volatility than traditional
fixed-income securities that have a fixed maturity and interest rate.

The Fund may also invest in collateralized mortgage-backed
obligations (referred to as "CMOs"), which generally are obligations fully
collateralized by a portfolio of mortgages or mortgage-related securities.
Payment of the interest and principal generated by the pool of mortgages
is passed through to the holders as the payments are received. CMOs are
issued with a variety of classes or series which have different
maturities. Certain CMOs may be more volatile and less liquid than other
types of mortgage-related securities, because of the possibility of the
prepayment of principal due to prepayments on the underlying mortgage
loans.

The Fund may also invest in CMOs that are "stripped." That means
that the security is divided into two parts, one of which receives some
or all of the principal payments (and is known as a "P/O") and the other
which receives some or all of the interest (and is known as an "I/O").
P/Os and I/Os are generally referred to as "derivative investments,"
discussed further below.

The yield to maturity on the class that receives only interest is
extremely sensitive to the rate of payment of the principal on the
underlying mortgages. Principal prepayments increase that sensitivity.
Stripped securities that pay "interest only" are therefore subject to
greater price volatility when interest rates change, and they have the
additional risk that if the underlying mortgages are prepaid, the Fund
will lose the anticipated cash flow from the interest on the prepaid
mortgages. That risk is increased when general interest rates fall, and
in times of rapidly falling interest rates, the Fund might receive back
less than its investment.

The value of "principal only" securities generally increases as
interest rates decline and prepayment rates rise. The price of these
securities is typically more volatile than that of coupon-bearing bonds
of the same maturity.

Private-issuer stripped securities are generally purchased and sold
by institutional investors through investment banking firms. At present,
established trading markets have not yet developed for these securities.
Therefore, most private-issuer stripped securities may be deemed
"illiquid." If the Fund holds illiquid stripped securities, the amount
it can hold will be subject to the Fund's investment policy limiting
investments in illiquid securities to 10% of the Fund's net assets.

The Fund may also enter into "forward roll" transactions with
mortgage-backed securities. The Fund sells mortgage-backed securities it
holds to banks or other buyers and simultaneously agrees to repurchase a
similar security from that party at a later date at an agreed-upon price.
Forward rolls are considered to be a borrowing. The Fund is required to
place liquid assets in a segregated account with its custodian bank in an
amount equal to its obligation under the forward roll. The main risk of
this investment strategy is risk of default by the counterparty.

-- Asset-Backed Securities. The Fund may invest in "asset-backed"
securities. These represent interests in pools of consumer loans and
other trade receivables, similar to mortgage-backed securities. They are
issued by trusts and "special purpose corporations." They are backed by
a pool of assets, such as credit card or auto loan receivables, which are
the obligations of a number of different parties. The income from the
underlying pool is passed through to holders, such as the Fund. These
securities may be supported by a credit enhancement, such as a letter of
credit, a guarantee or a preference right. However, the extent of the
credit enhancement may be different for different securities and generally
applies to only a fraction of the security's value. These securities
present special risks. For example, in the case of credit card
receivables, the issuer of the security may have no security interest in
the related collateral.

- Zero Coupon Securities. These securities, which may be issued by
the U.S. government, its agencies or instrumentalities or by private
issuers, are purchased at a substantial discount from their face value.
They are subject to greater fluctuations in market value as interest rates
change than debt securities that pay interest periodically. Interest
accrues on zero coupon bonds even though cash is not actually received.

-- Securities of Foreign Governments and Companies. The Fund may
invest in debt securities issued or guaranteed by foreign companies, and
debt securities of foreign governments or their agencies. These foreign
securities may include debt obligations such as government bonds,
debentures issued by companies, as well as notes. Some of these debt
securities may have variable interest rates or "floating" interest rates
that change in different market conditions. Those changes will affect the
income the Fund receives. These securities are described in more detail
in the Statement of Additional Information.

The Fund is not restricted in the amount of its assets it may invest
in foreign countries or in which countries. However, if the Fund's assets
are held abroad, the countries in which they are held and the sub-
custodians holding them must in most cases be approved by the Trust's
Board of Trustees.

Foreign securities have special risks. There are certain risks of
holding foreign securities. The first is the risk of changes in foreign
currency values. Because the Fund may purchase securities denominated in
foreign currencies, a change in the value of a foreign currency against
the U.S. dollar will result in a change in the U.S. dollar value of the
Fund's securities denominated in that currency. The currency rate change
will also affect its income available for distribution. Although the
Fund's investment income from foreign securities may be received in
foreign currencies, the Fund will be required to distribute its income in
U.S. dollars. Therefore, the Fund will absorb the cost of currency
fluctuations. If the Fund suffers losses on foreign currencies after it
has distributed its income during the year, the Fund may find that it has
distributed more income than was available from actual investment income.
That could result in a return of capital to shareholders.

There are other risks of foreign investing. For example, foreign
issuers are not required to use generally-accepted accounting principles.
If foreign securities are not registered for sale in the U.S. under U.S.
securities laws, the issuer does not have to comply with the disclosure
requirements of our laws, which are generally more stringent than foreign
laws. The values of foreign securities investments will be affected by
other factors, including exchange control regulations or currency blockage
and possible expropriation or nationalization of assets. There may also
be changes in governmental administration or economic or monetary policy
in the U.S. or abroad that can affect foreign investing. In addition, it
is generally more difficult to obtain court judgments outside the United
States if the Fund has to sue a foreign broker or issuer. Additional
costs may be incurred because foreign broker commissions are generally
higher than U.S. rates, and there are additional custodial costs
associated with holding securities abroad.

-- Portfolio Turnover. A change in the securities held by the Fund
is known as "portfolio turnover." While it is a policy of the Fund
generally not to engage in trading for short-term gains, portfolio changes
will be made without regard to the length of time a security has been held
or whether a sale would result in a profit or loss, if in the Manager's
judgment, such transactions are advisable in light of the circumstances
of a particular company or within a particular industry or in light of
market, economic or financial conditions. High portfolio turnover may
affect the ability of the Fund to qualify as a "regulated investment
company" under the Internal Revenue Code for tax deductions for dividends
and capital gains distributions the Fund pays to shareholders. Portfolio
turnover affects brokerage costs, dealer markups and other transaction
costs, and results in the Fund's realization of capital gains or losses
for tax purposes. See "Financial Highlights" above, "Dividends, Capital
Gains and Taxes" below and "Brokerage Policies of the Fund" in the
Statement of Additional Information.

Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that are designed to reduce some of the risks.

-- Hedging. The Fund may purchase and sell certain kinds of futures
contracts, put and call options, forward contracts, and options on
futures, broadly-based stock or bond indices and foreign currency, or
enter into interest rate swap agreements. These are all referred to as
"hedging instruments." The Fund does not use hedging instruments for
speculative purposes, and has limits on the use of them, described below.

The Fund may buy and sell options, futures and forward contracts for
a number of purposes. It may do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities. It may do so to try to manage its
exposure to changing interest rates. Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.

Other hedging strategies, such as buying futures and call options and
writing puts, tend to increase the Fund's exposure to the securities
market. Forward contacts are used to try to manage foreign currency risks
on the Fund's foreign investments. Foreign currency options are used to
try to protect against declines in the dollar value of foreign securities
the Fund owns, or to protect against an increase in the dollar cost of
buying foreign securities. Writing covered call options may also provide
income to the Fund for liquidity purposes, defensive reasons, or to raise
cash to distribute to shareholders.

-Futures. The Fund may buy and sell futures contracts that relate
to (1) foreign currencies (these are Forward Contracts), (2) financial
indices, such as U.S. or foreign government securities indices, corporate
debt securities indices or equity securities indices (these are referred
to as Financial Futures), and (3) interest rates (these are referred to
as Interest Rate Futures). These types of Futures are described in
"Hedging" in the Statement of Additional Information.

-Put and Call Options. The Fund may buy and sell certain kinds of
put options (puts) and call options (calls).

The Fund may buy calls on securities, indices, foreign currencies,
or Futures, or to terminate its obligation on a call the Fund previously
wrote. The Fund may write (that is, sell) call options on securities,
indices, foreign currencies or Futures, but only if they are "covered."
That means the Fund must own the security subject to the call while the
call is outstanding or segregate appropriate liquid assets. Calls on
Futures must be covered by securities or other liquid assets the Fund owns
and segregates to enable it to satisfy its obligations if the call is
exercised. When the Fund writes a call, it receives cash (called a
premium). The call gives the buyer the ability to buy the investment on
which the call was written from the Fund at the call price during the
period in which the call may be exercised. If the value of the investment
does not rise above the call price, it is likely that the call will lapse
without being exercised, while the Fund keeps the cash premium (and the
investment). Up to 50% of the Fund's total assets may be subject to
calls.

The Fund may purchase put options. Buying a put on an investment
gives the Fund the right to sell the investment at a set price to a seller
of a put on that investment. The Fund may buy puts that relate to
securities, indices, Futures, or foreign currencies. The Fund may buy a
put on security whether or not the Fund owns the particular security in
its portfolio. The Fund may sell a put on securities, indices, Futures,
or foreign currencies, but only if the puts are covered by segregated
liquid assets. The Fund will not write puts if more than 50% of the
Fund's net assets would have to be segregated to cover put obligations.

A call or put may be purchased only if, after the purchase, the value
of all call and put options held by the Fund will not exceed 5% of the
Fund's total assets. The Fund may buy and sell put and call options that
are traded on U.S. or foreign securities or commodity exchanges or are
traded in the over-the-counter markets. In the case of foreign currency
options, they may be quoted by major recognized dealers in those options.
Options traded in the over-the-counter market may be "illiquid," and
therefore may be subject to the Fund's restrictions on illiquid
investments.

-Forward Contracts. Forward Contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future
delivery at a fixed price. The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has purchased or sold, or to protect against possible losses from
changes in the relative value of the U.S. dollar and a foreign currency.
The Fund may also use "cross hedging," where the Fund hedges against
changes in currencies other than the currency in which a security it holds
is denominated.

-Interest Rate Swaps. In an interest rate swap, the Fund and another
party exchange their right to receive, or their obligation to pay,
interest on a security. For example, they may swap a right to receive
floating rate interest payments for fixed rate payments. The Fund enters
into swaps only on securities it owns. The Fund may not enter into swaps
with respect to more than 25% of its total assets. The Fund will
segregate liquid assets (such as cash or U.S. Government securities) to
cover any amounts it could owe under swaps that exceed the amounts it is
entitled to receive, and it will adjust that amount daily, as needed.

-Hedging instruments can be volatile investments and may involve
special risks. The use of hedging instruments requires special skills and
knowledge of investment techniques that are different from what is
required for normal portfolio management. If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.

Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. For example, if a covered call written by the Fund is
exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price. In writing puts, there is a risk that the Fund may be required to
buy the underlying security at a disadvantageous price. The use of
Forward Contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency.
Interest rate swaps are subject to the risk that the other party will fail
to meet its obligations (or that the underlying issuer will fail to pay
on time), as well as interest rate risks. The Fund could be obligated to
pay more under its swap agreements than it receives under them, as a
result of interest rate changes. These risks are described in greater
detail in the Statement of Additional Information.

-- Short Sales "Against-the-Box". The Fund may not sell securities
short except in collateralized transactions referred to as short sales
"against-the-box. No more than 15% of the Fund's net assets will be held
as collateral for such short sales at any one time.

-- Non-Concentration. The Fund shall not invest 25% or more of its
total assets in any industry; however, for the purposes of this
restriction, obligations of the U.S. government, its agencies or
instrumentalities are not considered to be part of any single industry.

-- When-Issued and Delayed Delivery Transactions. The Fund may
purchase securities on a "when-issued" basis and may purchase or sell such
securities on a "delayed delivery" basis. These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery or are to be delivered at a later date.
There may be a risk of loss to the Fund if the value of the security
changes prior to the settlement date.

-- Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund 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 Fund may
incur costs in disposing of the collateral and may experience losses if
there is any delay in its ability to do so. The Fund will not enter into
a repurchase agreement that will cause more than 10% of the Fund's net
assets to be subject to repurchase agreements maturing in more than seven
days. There is no limit on the amount of the Fund's net assets that may
be subject to repurchase agreements of seven days or less. See the
Statement of Additional Information for more details.

-- Illiquid and Restricted Securities. Under the policies established
by the Fund's Board of Trustees, the Manager determines the liquidity of
certain of the Fund's investments. Investments may be illiquid because of
the absence of 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 restriction on its resale or which cannot
be sold publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 10% of its net assets in illiquid or
restricted securities (that limit may increase to 15% if certain state
laws are changed or the Fund's shares are no longer sold in those states).
The Fund's percentage limitation on these investments does not apply to
certain restricted securities that are eligible for resale to qualified
institutional purchasers.

-- Loans of Portfolio Securities. The Fund may lend its portfolio
securities to brokers, dealers and other financial institutions. The Fund
must receive collateral for a loan. These loans are limited to not more
than 25% of the value of the Fund's total assets and are subject to other
conditions described in the Statement of Additional Information. The Fund
presently does not intend to lend its portfolio securities, but if it
does, the value of securities loaned is not expected to exceed 5% of the
value of the Fund's total assets in the coming year.

-- Derivative Investments. In general, a "derivative investment" is
a specially designed investment whose performance is linked to the
performance of another investment or security, such as an option, future,
index, currency or commodity. The Fund may not purchase or sell physical
commodities; however, the Fund may purchase and sell foreign currency in
hedging transactions. This shall not prevent the Fund from buying or
selling options and futures contracts or from investing in securities or
other instruments backed by physical commodities.

Derivative investments used by the Fund are used in some cases for
hedging purposes and in other cases to seek income. In the broadest
sense, exchange-traded options and futures contracts (discussed in
"Hedging," above) may be considered "derivative investments."

The Fund may invest in different types of derivatives. "Index-
linked" or "commodity-linked" notes are debt securities of companies that
call for interest payments and/or payment on the maturity of the note in
different terms than the typical note where the borrower agrees to pay a
fixed sum on the maturity of the note. Principal and/or interest payments
on an index-linked note depend on the performance of one or more market
indices, such as the S & P 500 Index or a weighted index of commodity
futures, such as crude oil, gasoline and natural gas. The Fund may invest
in "debt exchangeable for common stock" of an issuer or "equity-linked"
debt securities of an issuer. At maturity, the principal amount of the
debt security is exchanged for common stock of the issuer or is payable
in an amount based on the issuer's common stock price at the time of
maturity. In either case there is a risk that the amount payable at
maturity will be less than the expected principal amount of the debt.

The Fund may also invest in currency-indexed securities. Typically,
these are short-term or intermediate-term debt securities having a value
at maturity, and/or an interest rate, determined by reference to one or
more foreign currencies. The currency-indexed securities purchased by the
Fund may make payments based on a formula. The payment of principal or
periodic interest may be calculated as a multiple of the movement of one
currency against another currency, or against an index. These investments
may entail increased risk to principal and increased price volatility.

There are special risks in investing in derivative investments. The
company issuing the instrument may fail to pay the amount due on the
maturity of the instrument. Also, the underlying investment or security
might not perform the way the Manager expected it to perform. Markets,
underlying securities and indices may move in a direction not anticipated
by the Manager. Performance of derivative investments may also be
influenced by interest rate and stock market changes in the U.S. and
abroad. All of this can mean that the Fund will realize less principal
or income from the investment than expected. Certain derivative
investments held by the Fund may be illiquid. Please refer to "Illiquid
and Restricted Securities."

Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) make short sales except for sales
"against the box"; (2) borrow money or enter into reverse repurchase
agreements, except that the Fund may borrow money from banks and enter
into reverse repurchase agreements as a temporary measure for
extraordinary or emergency purposes (but not for the purpose of making
investments), provided that the aggregate amount of all such borrowings
and commitments under such agreements does not, at the time of borrowing
or of entering into such an agreement, exceed 10% of the Fund's total
assets taken at current market value; the Fund will not purchase
additional portfolio securities at any time that the aggregate amount of
its borrowings and its commitments under reverse repurchase agreements
exceeds 5% of the Fund's net assets (for purposes of this restriction,
entering into portfolio lending agreements shall not be deemed to
constitute borrowing money); (3) concentrate its investments in any
particular industry except that it may invest up to 25% of the value of
its total assets in the securities of issuers in any one industry (of the
utility companies, gas, electric, water and telephone will each be
considered as a separate industry); and (4) buy securities issued or
guaranteed by any one issuer (except the U.S. Government or any of its
agencies or instrumentalities) if with respect to 75% of its total assets
(a) more than 5% of the Fund's total assets would be invested in the
securities of that issuer, or (b) the Fund would own more than 10% of that
issuer's voting securities.

All of the percentage restrictions described above and elsewhere in
this Prospectus and the Statement of Additional Information apply only at
the time the Fund purchases a security, and the Fund need not dispose of
a security merely because the size of the Fund's assets has changed or the
security has increased in value relative to the size of the Fund. There
are other fundamental policies discussed in the Statement of Additional
Information.

How the Fund is Managed

Organization and History. Oppenheimer Integrity Funds (the "Trust") was
organized in 1982 as a multi-series Massachusetts business trust and the
Fund is a series of that Trust. That Trust is an open-end, diversified
management investment company, with an unlimited number of authorized
shares of beneficial interest. The Fund is one of two series of the Trust.
Each of the two series of the Trust issues its own shares, has its own
investment portfolio, and its own assets and liabilities.

The Fund 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 Fund's
activities, review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Fund. Although the Fund is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Trustee or to take other action described in the
Trust's Declaration of Trust.

The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has three classes of shares, Class A,
Class B and Class C. Each class invests in the same investment portfolio.
Each class has its own dividends and distributions, and pays certain
expenses which may be different for the different classes. Each class may
have a different net asset value. Each share has one vote at shareholder
meetings, with fractional shares voting proportionally. Only shares of
a particular class vote together on matters that affect that class alone.
Shares are freely transferrable.

The Manager and Its Affiliates. Since March 28, 1991, the Fund has been
managed by the Manager, which handles its day-to-day business. The
Manager carries out its duties, subject to the policies established by the
Board of Trustees, under an investment advisory agreement which states the
Manager's responsibilities and its fees. The Agreement sets forth the
fees paid by the Fund to the Manager and describes the expenses that the
Fund is responsible to pay to conduct its business. Prior to July 10,
1995, the Manager had contracted with Massachusetts Mutual Life Insurance
Company ("MassMutual") to act as the Fund's Sub-Adviser. The Sub-Adviser
was responsible for choosing the Fund's investments. The Manager, not the
Fund, paid the Sub-Adviser. Effective July 10, 1995, the Sub-Advisory
Agreement between the Manager and MassMutual terminated and the Manager
is responsible for selecting the Fund's investments as well as for its day
to day business, pursuant to an investment advisory agreement dated
July 10, 1995.

The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $30 billion as
of March 31, 1995, and with more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company (the "Manager").

-- Portfolio Manager. David P. Negri and David A. Rosenberg are Vice
Presidents and Portfolio Managers of the Fund. Since July 10, 1995, they
have been the individuals principally responsible for the day-to-day
management of the Fund's portfolio. Mr. Negri and Mr. Rosenberg is each
a Vice President of the Manager. They each serve as officers and
portfolio managers of other OppenheimerFunds. For more information about
the Fund's other officers and Trustees, see "Trustees and Officers of the
Fund" in the Statement of Additional Information.

-- Fees and Expenses. Under the investment advisory agreement dated
July 10, 1995 with the Manager, the Fund pays the Manager the following
annual fees, which decline on additional assets as the Fund grows: 0.75%
of the first $200 million of the Fund's average annual net assets, 0.72%
of the next $200 million, 0.69% of the next $200 million, 0.66% of the
next $200 million, 0.60% of the next $200 million, and 0.50% of net assets
in excess of $1 billion. The Fund's management fee for its last fiscal
year, restated to reflect the new investment advisory agreement, was 0.75%
of average annual net assets for both its Class A and Class B shares, as
set forth in the "Annual Fund Operating Expenses" chart on page 4. Class
C shares were not publicly offered prior to July 11, 1995.

The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs. Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders. However, those expenses reduce the net asset
value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the investment advisory
agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.

There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information. That section discusses how brokers and dealers
are selected for the Fund's portfolio transactions. Because the Fund
purchases most of its portfolio securities directly from the sellers and
not through brokers, it incurs relatively little expense for brokerage.
When deciding which brokers to use, the Manager is permitted by the
advisory agreement to consider whether brokers have sold shares of the
Fund or any other funds for which the Manager or its affiliates serve as
investment adviser.

-- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor.
The Distributor also distributes the shares of other mutual funds managed
by the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.

-- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other
OppenheimerFunds on an "at-cost" basis. Shareholders should direct
inquiries about their accounts to the Transfer Agent at the address and
toll-free numbers shown below in this Prospectus and on the back cover.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses the terms
"cumulative total return," "average annual total return" and "yield" to
illustrate its performance. The performance of each class of shares is
shown separately, because the performance of each class of shares will
usually be different, as a result of the different kinds of expenses each
class bears. This performance information may be useful to help you see
how well your investment has done and to compare it to other funds or
market indices, as we have done below.

It is important to understand that the Fund's total return and yield
represent past performance and should not be considered to be predictions
of future returns or performance. This performance data is described
below, but more detailed information about how total returns and yields
are calculated is contained in the Statement of Additional Information,
which also contains information about other ways to measure and compare
the Fund's performance. The Fund's investment performance will vary over
time, depending on market conditions, the composition of the portfolio,
expenses and which class of shares you purchase.

-- Total Returns. There are different types of total returns used
to measure the Fund's performance. Total return is the change in value
of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares. 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 the Fund's actual year-
by-year performance.

When total returns are quoted for Class A shares, they normally
include the payment of the maximum initial sales charge. When total
returns are shown for Class B and Class C shares, they include the
applicable contingent deferred sales charge. Total returns may also be
quoted "at net asset value," without including the sales charge, and those
returns would be reduced if sales charges were deducted.

-- Yield. Each class of shares calculates its yield by dividing the
annualized net investment income per share on the portfolio during a 30-
day period by the maximum offering price on the last day of the period.
The yield of each class will differ because of the different expenses of
each class of shares. The yield data represents a hypothetical investment
return on the portfolio, and does not measure an investment return based
on dividends actually paid to shareholders. To show that return, a
dividend yield may be calculated. Dividend yield is calculated by
dividing the dividends of a class derived from net investment income
during a stated period by the maximum offering price on the last day of
the period. Yields and dividend yields for Class A shares reflect the
deduction of the maximum initial sales charge, but may also be shown based
on the Fund's net asset value per share. Yields for Class B and Class C
shares do not reflect the deduction of the contingent deferred sales
charge.

How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended December 31, 1994,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.

-- Management's Discussion of Performance. In 1994, the Federal
Reserve aggressively moved to raise short term interest rates in an effort
to control inflation. As interest rates rose, the bond market declined.
In response to the rising interest rates in the U.S., the Manager reduced
the Fund's exposure to long-term U.S. Government Treasury securities whose
performance tends to lag investment-grade corporate bonds in the mid-to-
late stages of economic expansion. The Manager moved to position the
Fund's assets somewhat more conservatively by increasing its holdings in
asset-backed issues and mortgage-backed bonds which generally are more
stable and predictable in periods of rising interest rates and which the
Manager viewed as offering high credit quality and attractive yields.
While waiting for the bond market to stabilize, the Manager increased the
Fund's holdings in short-term money market securities.

-- Comparing the Fund's Performance to the Market. The chart below
shows the performance of a hypothetical $10,000 investment in each class
of shares of the Fund held until December 31, 1994; in the case of Class
A shares, from the inception of the class on April 15, 1988, and in the
case of Class B shares, from the inception of the class on May 1, 1993.
Class C shares were not offered during the fiscal year ended December 31,
1994, and thus no performance information about Class C shares is given.

The performance of each class of the Fund's shares is compared to the
performance of the Lehman Brothers Corporate Bond Index, a broad-based,
unmanaged index of publicly-issued nonconvertible investment grade
corporate debt of U.S. issuers, widely recognized as a measure of the U.S.
fixed-rate corporate bond market. Prior to July 10, 1995, the Fund's
investments were limited to investment grade bonds, U.S. Government
Securities, and money market instruments. The Lehman Brothers Corporate
Bond Index includes a factor for the reinvestment of interest, but does
not reflect expenses or taxes. Index performance reflects the
reinvestment of dividends but does not consider the effect of capital
gains or transaction costs, and none of the data below shows the effect
of taxes. Also, the Fund's performance reflects the effect of Fund
business and operating expenses. While index comparisons may be useful
to provide a benchmark for the Fund's performance, it must be noted that
the Fund's investments are not limited to the securities in any one index.
Moreover, the index performance data does not reflect any assessment of
the risk of the investments included in the index.

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Investment Grade Bond Fund (Class A) and Lehman Brothers
Corporate Bond Index

[graph]

Average Annual Total Return of Class A Shares of the Fund at 12/31/941
1 Year 5 Years Life
---------------------------------------------------------------------
-8.43% 5.97% 6.79%

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Investment Grade Bond Fund (Class B) and Lehman Brothers
Corporate Bond Index

[graph]

Average Annual Total Return of Class B Shares of the Fund at 12/31/942
1 Year Life
--------------------------------------------------------------------
-9.03% -2.67%

1The inception date of the Fund (Class A shares) was 4/15/88. The average
annual total returns and the ending account value in the graph reflect
reinvestment of all dividends and capital gains distributions and are
shown net of the applicable 4.75% maximum initial sales charge.
2Class B shares of the Fund were first publicly offered on 5/1/93. The
average annual total returns reflect reinvestment of all dividends and
capital gains distributions are shown net of the applicable 5% and 4%
contingent deferred sales charges, respectively, for the 1-year period and
life-of-the-class. The ending account value in the graph is net of the
applicable 4% contingent deferred sales charge.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.

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

How to Buy Shares

Classes of Shares. The Fund offers investors three different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

-- Class A Shares. When you buy Class A shares, you pay an initial
sales charge on investments up to $1 million. However, for purchase under
the OppenheimerFunds - prototype 401(k) plans, you pay an initial sales
charge on investments up to $500,000. If you purchase Class A shares as
part of an investment of at least $1 million ($500,000 for purchases under
the OppenheimerFunds - prototype 401(k) plans) in Class A shares of one
or more OppenheimerFunds, you will not pay an initial sales charge but if
you sell any of those shares within 18 months after your purchase, you may
pay a contingent deferred sales charge, which will vary depending on the
amount you invested. Sales charges are described below in "Class A
Shares".

-- Class B Shares. When you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years, you will normally pay a contingent deferred sales charge that
varies depending on how long you own your shares. It is described below
in "Class B Shares".

-- Class C Shares. When you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1%. Please refer to "Class C Shares," below.

Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, deciding which class of shares is
best suited to your needs depends on a number of factors which you should
discuss with your financial advisor. The Fund's operating costs that
apply to a class of shares and the effect of the different types of sales
charges on your investment will vary your investment results over time.
The most important factors are how much you plan to invest, how long you
plan to hold your investment, and whether you anticipate exchanging your
shares for shares of other OppenheimerFunds (not all of which offer
Class B or Class C shares). If your goals and objectives change over time
and you plan to purchase additional shares, you should re-evaluate those
factors to see if you should consider another class of shares.

In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We used the
sales charge rates that apply to each class, and considered the effect of
the asset-based sales charges on Class B and Class C expenses (which will
affect your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in your investment each
year. Of course, the actual performance of your investment cannot be
predicted and will vary, based on the Fund's actual investment returns,
and the operating expenses borne by each class of shares, and which class
of shares you invest in.

The factors discussed below are not intended to be investment advice,
guidelines or recommendations, because each investor's financial
considerations are different. The assumptions we have made in assessing
the factors to consider in purchasing a particular class of shares assume
that you will purchase only one class of shares, and not a combination of
shares of different classes.

-- How Long Do You Expect To Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares. The effect of the sales charge over time,
using our assumptions, will generally depend on the amount invested. The
effect of class-based expenses will also depend on how much you invest.

Investing for the Short Term. If you have a short term investment
horizon (that is, you plan to hold your shares less than six years), you
should probably consider purchasing Class C shares rather than Class A or
Class B shares. This is because there is no initial sales charge on Class
C shares, and the contingent deferred sales charge does not apply to
amounts you sell after holding them one year.

However, if you plan to invest more than $250,000 for a period of
less than six years, Class C shares might not be as advantageous as Class
A shares. This is because the annual asset-based sales charge on Class
C shares (and the contingent deferred sales charge that applies if you
redeem Class C shares within one year of purchase) might have a greater
economic impact on your account during that period than the reduced
initial Class A sales charge rate available for larger purchases of Class
A shares.

And for most Class B investors who invest $500,000 or more, and for
most Class C investors who invest $1 million or more, in most cases Class
A shares will be the most advantageous choice, no matter how long you
intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or more of Class B shares or
purchase orders of $1 million or more of Class C shares from a single
investor.

Investing for the Longer Term. If you are investing for the longer
term, for example, for retirement, and do not expect to need access to
your money for six years or more, Class A shares will likely be more
advantageous than Class B or Class C shares. This is because of the
effect of expected lower expenses for Class A shares and the reduced
initial sales charges available for larger investments in Class A shares
under the Fund's Right of Accumulation. Class B shares may be appropriate
for smaller investments held for the longer term because there is no
initial sales charge on Class B shares, and Class B shares held six years
following their purchase convert into Class A shares.

Of course all of these examples are based on approximations of the
effect of current sales charges and expenses on a hypothetical investment
over time, using the assumed annual performance return stated above, and
you should analyze your options carefully.

-- Are There Differences in Account Features That Matter to You?
Because some account features may not be available to Class B and Class
C shareholders, you should carefully review how you plan to use your
investment account before deciding which class of shares to buy. For
example, share certificates are not available for Class B or Class C
shares and if you are considering using your shares as collateral for a
loan, that may be a factor to consider. Additionally, the dividends
payable to Class B and Class C shareholders will be reduced by the
additional expenses borne solely by the respective class, such as the
asset-based sales charge, as described below and in the Statement of
Additional Information.

-- How Does It Affect Payments To My Broker? A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than another class. It is important that investors understand that
the purpose of the Class B and Class C contingent deferred sales charge
and asset-based sales charge for Class B and Class C shares is the same
as the purpose of the front-end sales charge on sales of Class A shares:
to compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.

-- How Much Must You Invest? You can open a Fund account with a
minimum initial investment of $1,000 and make additional investments at
any time with as little as $25. There are reduced minimum investments
under special investment plans:

-- With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; purchases of at least $25 can
be made by telephone through AccountLink.

-- Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.

-- There is no minimum investment requirement if you are buying
shares by reinvesting dividends from the Fund or other OppenheimerFunds
(a list of them appears in the Statement of Additional Information, or you
can ask your dealer or call the Transfer Agent), or by reinvesting
distributions from unit investment trusts that have made arrangements with
the Distributor.

-- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service. When you buy shares, be sure to
specify Class A, Class B or Class C shares. If you do not choose, your
investment will be made in Class A shares.

-- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

-- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.

-- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member. You can then transmit funds electronically to purchase shares,
or to have the Transfer Agent send redemption proceeds, or transmit
dividends and distributions to your bank account.

Shares are purchased for your account by AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should
request AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to
"AccountLink," below for more details.

-- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

-- At What Price Are Shares Sold? Shares are sold at the price based
on the net asset value (and any initial sales charge that applies) that
is next determined after the Distributor receives the purchase order in
Denver. In most cases, to enable you to receive that day's offering
price, the Distributor must receive your order by the time of day The New
York Stock Exchange closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days (all references to time in this Prospectus
mean "New York time."). The net asset value of each class of shares is
determined as of the close of The New York Stock Exchange on each day the
Exchange is open (which is a "regular business day").

If you buy shares through a dealer, the dealer must receive your
order by the close of The New York Stock Exchange on a regular business
day and transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.

Class A Shares. Class A shares are sold at their offering price, which
is normally net asset value plus an initial sales charge. However, in
some cases, described below, purchases are not subject to an initial sales
charge, and the offering price will be the net asset value. In some cases,
reduced sales charges may be available, as described below. Out of the
amount you invest, the Fund receives the net asset value for your account.
The sales charge varies depending on the amount of your purchase. A
portion of the sales charge may be retained by the Distributor and a
portion allocated to your dealer as commission. The current sales charge
rates and commissions paid to dealers and brokers are as follows:

<TABLE>
<CAPTION>
Front-End Front-End
Sales Charge Sales Charge Commission
as a as a as
Percentage Percentage Percentage
of Offering of Amount of Offering
Amount of Purchase Price Invested Price
----------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 4.75% 4.98% 4.00%
----------------------------------------------------------------------
$50,000 or more but 4.50% 4.71% 3.75%
less than $100,000
----------------------------------------------------------------------
$100,000 or more but 3.50% 3.63% 2.75%
less than $250,000
----------------------------------------------------------------------
$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
----------------------------------------------------------------------
$500,000 or more but 2.00% 2.04% 1.60%
less than $1 million
</TABLE>

4 The Distributor reserves the right to reallow the entire commission
to dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

-- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more
OppenheimerFunds aggregating $1 million or more (shares of the Fund and
other OppenheimerFunds that offer only one class of shares that has no
class designation are considered "Class A shares" for this purpose). Class
A shares purchased in connection with the OppenheimerFunds-prototype
401(k) plans will not be subject to an initial sales charge if: (i) the
plan purchases shares of one or more Oppenheimer funds in an amount
aggregating $500,000 or more, (ii) the plan has, at the time of purchase,
100 or more employees eligible to participate in the plan, or (iii) the
plan certifies that it will have projected annual contributions to the
plan of $200,000 or more.

The Distributor pays dealers of record commissions on such purchases
in an amount equal to the sum of 1.0% of the first $2.5 million, plus
0.50% of the next $2.5 million, plus 0.25% of share purchases over $5
million. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000 for purchases under the
OppenheimerFunds - prototype 401(k) plans) that were not previously
subject to a front-end sales charge and dealer commission.

If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
the aggregate net asset value of either (1) the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer
on all Class A shares of all OppenheimerFunds you purchased subject to
the Class A contingent deferred sales charge.

In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.

No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's Exchange Privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
contingent deferred sales charge will apply.

-- Special Arrangements With Dealers. The Distributor may advance
up to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Dealers whose sales of Class A shares of OppenheimerFunds (other
than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales.

Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

-- Right of Accumulation. To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your
spouse can add together Class A and, effective on or about August 1, 1995,
Class B shares you purchase for your own accounts, for your joint
accounts, or on behalf of your children who are minors, under trust or
custodial accounts. A fiduciary can count all shares purchased for a
trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.

Additionally, you can add together current purchases of Class A and,
effective on or about August 1, 1995, Class B shares of the Fund and other
OppenheimerFunds to reduce the sales charge rate that applies to current
purchases of Class A shares. You can also count Class A and, effective
August 1, 1995, Class B shares of OppenheimerFunds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the
OppenheimerFunds. The value of those shares will be based on the greater
of the amount you paid for the shares or their current value (at offering
price). The OppenheimerFunds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.

-- Letter of Intent. Under a Letter of Intent, you may purchase
Class A, and effective on or about August 1, 1995, Class B shares of the
Fund and other OppenheimerFunds during a 13-month period, and the reduced
Class A sales charge rate that applies will be the Class A sales charge
rate that applies to the total amount of the intended purchases will be
the sales charge rate for Class A shares purchased during that period.
This can include purchases made up to 90 days before the date of the
Letter. More information is contained in the Application and in "Reduced
Sales Charges" in the Statement of Additional Information.

-- Waivers of Class A Sales Charges. No sales charge is imposed on
sales of Class A shares to the following investors: (1) the Manager or its
affiliates; (2) present or former officers, directors, trustees and
employees (and their "immediate families" as defined in "Reduced Sales
Charges" in the Statement of Additional Information) of the Fund, the
Manager and its affiliates, and retirement plans established by them for
their employees; (3) registered management investment companies, or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; (4) dealers or brokers that
have a sales agreement with the Distributor, if they purchase shares for
their own accounts or for retirement plans for their employees; (5)
employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have entered
into sales arrangements with such dealers or brokers (and are identified
to the Distributor) or with the Distributor; the purchaser must certify
to the Distributor at the time of purchase that the purchase is for the
purchaser's own account (or for the benefit of such employee's spouse or
minor children); (6) dealers, brokers or registered investment advisers
that have entered into an agreement with the Distributor providing
specifically for the use of shares of the Fund in particular investment
products made available to their clients; or (7) dealers, brokers or
registered investment advisers that have entered into an agreement with
the Distributor to sell shares to defined contribution employee retirement
plans for which the dealer, broker or investment adviser provides
administration services.

Additionally, no sales charge is imposed on shares that are (a)
issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Fund is a party, (b) purchased by the
reinvestment of loan repayments by a participant in a retirement plan for
which the Manager or its affiliates acts as sponsor, (c) purchased by the
reinvestment of dividends or other distributions reinvested from the Fund
or other OppenheimerFunds (other than Oppenheimer Cash Reserves) or unit
investment trusts for which reinvestment arrangements have been made with
the Distributor, or (d) purchased and paid for with the proceeds of shares
redeemed in the prior 12 months from a mutual fund on which an initial
sales charge or contingent deferred sales charge was paid (other than a
fund managed by the Manager or any of its affiliates); this waiver must
be requested when the purchase order is placed for your shares of the Fund
and the Distributor may require evidence of your qualification for the
waiver. There is a further discussion of this policy in "Reduced Sales
Charges" in the Statement of Additional Information.

The Class A contingent deferred sales charge is also waived if shares
are redeemed in the following cases: (1) for retirement distributions or
loans to participants or beneficiaries from qualified retirement plans,
deferred compensation plans or other employee benefit plans including the
OppenheimerFunds - prototype 401(k) plans ("Retirement Plans"), (2) to
return excess contributions made to Retirement Plans, (3) to make
Automatic Withdrawal Plan payments that are limited to no more than 12%
of the original account value annually, (4) involuntary redemptions of
shares by operation of law or under the procedures set forth in the Fund's
Declaration of Trust or adopted by the Board of Trustees, (5) Class A
shares that would otherwise be subject to the Class A contingent deferred
sales charge are redeemed, but at the time the purchase order for your
shares was placed, the dealer agreed to accept the dealer's portion of the
commission payable on the sale in installments of 1/18th of the commission
per month (and that no further commission would be payable if the shares
were redeemed within 18 months of purchase), or (6) in connection with the
OppenheimerFunds-prototype 401(k) plans: (i) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must have occurred after the
account was established); (ii) hardship withdrawals; (iii) distributions
pursuant to a Qualified Domestic Relations Order, as defined in the Code;
(iv) minimum distributions as required by section 401(a)(9) of the Code;
(v) substantially equal periodic payments as described in Section 72(t)
of the Code, and (vi) separation from service.

-- Service Plan for Class A Shares. The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
accounts that hold Class A shares. Reimbursement is made quarterly at an
annual rate that may not exceed 0.25% of the average annual net asset
value of Class A shares of the Fund. The Distributor uses all of those
fees to compensate dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance of
accounts of their customers that hold Class A shares and to reimburse
itself (if the Fund's Board of Trustees authorizes such reimbursements,
which it has not yet done) for its other expenditures under the Plan.

Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net asset value of Class A shares held
in accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.

Class B Shares. Class B shares are sold at net asset value per share
without an initial sales charge. However, if Class B shares are redeemed
within 6 years of their purchase, a contingent deferred sales charge will
be deducted from the redemption proceeds. That sales charge will not
apply to shares purchased by the reinvestment of dividends or capital
gains distributions. The charge will be assessed on the lesser of the net
asset value of the shares at the time of redemption or the original
purchase price. The contingent deferred sales charge is not imposed on the
amount of your account value represented by the increase in net asset
value over the initial purchase price (including increases due to the
reinvestment of dividends and capital gains distributions). The Class B
contingent deferred sales charge is paid to the Distributor to reimburse
its expenses of providing distribution-related services to the Fund in
connection with the sale of Class B shares.

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.

The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

<TABLE>
<CAPTION>
Contingent Deferred Sales Charge
Beginning of Month in which On Redemptions in That Year
Purchase Order Was Accepted (As % of Amount Subject to Charge)
----------------------------------------------------------------------
<S> <C>
0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None
</TABLE>

In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.

-- Waivers of Class B Sales Charge. The Class B contingent deferred
sales charge will be waived if the shareholder requests it for any of the
following redemptions: (1) to make distributions to participants or
beneficiaries from Retirement Plans, if the distributions are made (a)
under an Automatic Withdrawal Plan after the participant reaches age 59-
1/2, as long as the payments are no more than 10% of the account value
annually (measured from the date the Transfer Agent receives the request),
or (b) following the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary which occurred after the
account was opened; (2) redemptions from accounts other than Retirement
Plans following the death or disability of the shareholder (the disability
must have occurred after the account was established and you must provide
evidence of a determination of disability by the Social Security
Administration), (3) to make returns of excess contributions to Retirement
Plans, (4) to make distributions from IRAs (including SEP-IRAs and SAR/SEP
accounts) before the participant is age 59-1/2, and distributions from
403(b)(7) custodial plans or pension or profit sharing plans before the
participant is age 59-1/2 but only after the participant has separated
from service, if the distributions are made in substantially equal
periodic payments over the life (or life expectancy) of the participant
or the joint lives (or joint life and last survivor expectancy) of the
participant and the participant's designated beneficiary (and the
distributions must comply with other requirements for such distributions
under the Internal Revenue Code and may not exceed 10% of the account
value annually, measured from the date the Transfer Agent receives the
request), or (5) in connection with the OppenheimerFunds-prototype 401(k)
plans: (i) hardship withdrawals; (ii) distributions pursuant to a
Qualified Domestic Relations Order, as defined in the Code; (iii) minimum
distributions as required by section 401(a)(9) of the Code; (iv)
substantially equal periodic payments as described in Section 72(t) of the
Code, and (v) separation from service.

The contingent deferred sales charge is also waived on Class B shares
in the following cases: (i) shares sold to the Manager or its affiliates;
(ii) shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; (iii) shares issued in plans of
reorganization to which the Fund is a party; or (iv) shares redeemed in
involuntary redemptions as described below. Further details about this
policy are contained in "Reduced Sales Charges" in the Statement of
Additional Information.

-- Automatic Conversion of Class B Shares. 72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A and Class
B Shares" in the Statement of Additional Information.

-- Distribution and Service Plan for Class B Shares. The Fund has
adopted a "compensation type" Distribution and Service Plan for Class B
shares to compensate the Distributor for its services in distributing
Class B shares and servicing accounts. Under the Plan, the Fund pays the
Distributor an annual "asset-based sales charge" of 0.75% per year on
Class B shares that are outstanding for 6 years or less. The Distributor
also receives a service fee of 0.25% per year. Both fees are computed on
the average annual net asset value of Class B shares, determined as of the
close of each regular business day. The asset-based sales charge allows
investors to buy Class B shares without a front-end sales charge while
allowing the Distributor to compensate dealers that sell Class B shares.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class B shares. Those
services are similar to those provided under the Class A Service Plan,
described above. The asset-based sales charge and service fees increase
Class B expenses by 1.00% of average net assets per year.

The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class B shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale. The
Distributor retains the asset-based sales charge (and the first year's
service fee).

If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the service fee and/or the asset-
based sales charge to the Distributor.

Class C Shares. Class C shares are sold at net asset value per share
without an initial sales charge. However, if Class C shares are redeemed
within 12 months of their purchase, a contingent deferred sales charge of
1.0% will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class C contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class C shares.

To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

-- Waivers of Class C Sales Charge. The Class C contingent deferred
sales charge will be waived if the shareholder requests it for any of the
following redemptions: (1) distributions to participants or beneficiaries
from Retirement Plans, if the distributions are made (a) under an
Automatic Withdrawal Plan after the participant reaches age 59-1/2, as
long as the payments are no more than 10% of the account value annually
(measured from the date the Transfer Agent receives the request), or (b)
following the death or disability (as defined in the Internal Revenue
Code) of the participant or beneficiary; (2) redemptions from accounts
other than Retirement Plans following the death or disability of the
shareholder (the disability must have occurred after the account was
established and you must provide evidence of a determination of disability
by the Social Security Administration), (3) returns of excess
contributions to Retirement Plans or (4) distributions from IRAs
(including SEP-IRAs and SAR/SEP accounts) before the participant is age
59 1/2, and distributions from 403(b)(7) custodial plans or pension or
profit sharing plans before the participant is age 59 1/2 but only after
the participant has separated from service, if the distributions are made
in substantially equal periodic payments over the life (or life
expectancy) of the participant or the joint lives (or joint life and last
survivor expectancy) of the participant and the participant's designated
beneficiary (and the distributions must comply with other requirements for
such distributions under the Internal Revenue Code and may not exceed 10%
of the account value annually, measured from the date the Transfer Agent
receives the request).

The contingent deferred sales charge is also waived on Class C shares
in the following cases: (i) shares sold to the Manager or its affiliates;
(ii) shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager or
the Distributor for that purpose; (iii) shares issued in plans of
reorganization to which the Fund is a party; or (iv) shares redeemed in
involuntary redemptions as described above. Further details about this
policy are contained in "Reduced Sales Charges" in the Statement of
Additional Information.

-- Distribution and Service Plan for Class C Shares. The Fund has
adopted a "compensation type" Distribution and Service Plan for Class C
shares to compensate the Distributor for its services in distributing
Class C shares and servicing accounts. Under the Plan, the Fund pays the
Distributor an annual "asset-based sales charge" of 0.75% per year on
Class C shares. The Distributor also receives a service fee of 0.25% per
year. Both fees are computed on the average annual net assets of Class
C shares, determined as of the close of each regular business day. The
asset-based sales charge allows investors to buy Class C shares without
a front-end sales charge while allowing the Distributor to compensate
dealers that sell Class C shares.

The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class C shares. Those
services are similar to those provided under the Class A Service Plan,
described above. The asset-based sales charge and service fees increase
Class C expenses by 1.00% of average net assets per year.

The Distributor pays the 0.25% service fee to dealers in advance for
the first year after Class C shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale. The
Distributor retains the asset-based sales charge during the first year
shares are outstanding. The Distributor plans to pay the asset-based sales
charge as an ongoing commission to the dealer on Class C shares that have
been outstanding for a year or more.

If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the service fee and/or the asset-
based sales charge to the Distributor.

Special Investor Services

AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

AccountLink privileges should be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.

-- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.

-- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

- Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below for details.

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:

-- Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone. You should consult the
Application and Statement of Additional Information for more details.

-- Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange an amount you establish in advance for shares
of up to five other OppenheimerFunds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each OppenheimerFunds account is $25. These exchanges are subject to
the terms of the Exchange Privilege, described below.

Reinvestment Privilege. If you redeem some or all of your Fund shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of the Fund or other OppenheimerFunds without paying
sales charge. This privilege applies only to redemptions of Class A
shares or to redemptions of Class B shares of the Fund that you purchased
by reinvesting dividends or distributions or on which you paid a
contingent deferred sales charge when you redeemed them. You must be sure
to ask the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more details.

Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:

- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SARSEP-IRAs
- Pension and Profit-Sharing Plans for self-employed persons and
other employers
- 401(k) Plan for small business owners
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.

How to Sell Shares

You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing, by using the Fund's
Checkwriting privilege or by telephone. You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis, as described above.
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, please call the Transfer Agent
first, at 1-800-525-7048, for assistance.

-- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.

-- Certain Requests Require a Signature Guarantee. To protect you
and the Fund from fraud, certain redemption requests must be in writing
and must include a signature guarantee in the following situations (there
may be other situations also requiring a signature guarantee):

- You wish to redeem more than $50,000 worth of shares and receive
a check
- A redemption check is not payable to all shareholders listed on the
account statement
- A redemption check is not sent to the address of record on your
statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)

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

Selling Shares by Mail. Write a "letter of instructions" that includes:

- Your name
- The Fund's name
- Your Fund account number (from your account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling
- The signatures of all registered owners exactly as the account is
registered, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.

Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270, Denver, Colorado 80217

Send Courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231

Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.

- To redeem shares through a service representative, call 1-800-852-
8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310

Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.

-- Telephone Redemptions Paid by Check. Up to $50,000 may be
redeemed by telephone, once in any 7-day period. The check must be
payable to all owners of record of the shares and must be sent to the
address on the account. This service is not available within 30 days of
changing the address on an account.

-- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.

Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which 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.

- Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
- Checkwriting privileges are not available for accounts holding
Class B or Class C shares, or Class A shares that are subject to a
contingent deferred sales charge.
- Checks must be written for at least $100.
- Checks cannot be paid if they are written for more than your
account value. Remember: your shares fluctuate in value and you should
not write a check close to the total account value.
- You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan payments within
the prior 10 days.
- Don't use your checks if you changed your Fund account number.

Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements For Repurchase of Shares From Dealers And
Brokers" in the Statement of Additional Information for more details.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain
OppenheimerFunds at net asset value per share at the time of exchange,
without sales charge. To exchange shares, you must meet several
conditions:

- Shares of the fund selected for exchange must be available for sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
- 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
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus

Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are "Class A" shares for exchange purposes. Certain
OppenheimerFunds offer Class A, Class B and/or Class C shares, and a list
can be obtained by calling the Distributor at 1-800-525-7048. In some
cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

Exchanges may be requested in writing or by telephone:

-- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

-- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same names and address. Shares held under certificates may not
be exchanged by telephone.

You can find a list of eligible OppenheimerFunds currently available
for exchanges in the Statement of Additional Information or obtain their
names by calling a service representative at 1-800-525-7048. Exchanges of
shares involve a redemption of the shares of the fund you own and a
purchase of shares of the other fund.

There are certain exchange policies you should be aware of:

- 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 is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into if
it determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the Fund.

- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

- The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.

- 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

-- Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange on each regular business
day by dividing the value of the Fund's net assets attributable to a class
by the number of shares of that class that are outstanding. The Fund's
Board of Trustees has established procedures to value the Fund's
securities to determine net asset value. In general, securities values
are based on market value. There are special procedures for valuing
illiquid and restricted securities, obligations for which market values
cannot be readily obtained, and call options and hedging instruments.
These procedures are described more completely in the Statement of
Additional Information.

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

-- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund 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 and until 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 and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.

-- 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.

-- Dealers that can perform account transactions for their clients
by participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.

-- The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B and Class C shares. Therefore, the
redemption value of your shares may be more or less than their original
cost.

-- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. Payment will be
forwarded within 3 business days for accounts registered in the name of
a broker-dealer. The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for 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 certified check or arrange to have your
bank provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.

-- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $1,000 for reasons other than the
fact that the market value of shares has dropped, and in some cases
involuntary redemptions may be made to repay the Distributor for losses
from the cancellation of share purchase orders.

-- Under unusual circumstances shares of the Fund may be redeemed "in
kind," which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to "How to Sell Shares"
in the Statement of Additional Information for more details.

-- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.

-- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charges when redeeming certain
Class A, Class B or Class C shares.

-- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

Dividends, Capital Gains and Taxes

Dividends. The Fund declares dividends separately for Class A, Class B and
Class C shares from net investment income on each regular business day and
pays those dividends to shareholders monthly. Normally, dividends are paid
on the last business day of every month, but the Board of Trustees can
change that date. Distributions may be made monthly from any net short-
term capital gains the Fund realizes in selling securities. It is
expected that distributions paid with respect to Class A shares will
generally be higher than for Class B or Class C shares because expenses
allocable to Class B and Class C shares will generally be higher.

From time to time, Fund may adopt the practice, to the extent
consistent with the amount of the Fund's net investment income and other
distributable income, of attempting to pay dividends on Class A shares at
a constant level, although the amount of such dividends may be subject to
change from time to time depending on market conditions, the composition
of the Fund's portfolio and expenses borne by the Fund or borne separately
by that Class. A practice of attempting to pay dividends on Class A
shares at a constant level would require the Manager, consistent with the
Fund's investment objective and investment restrictions, to monitor the
Fund's portfolio and select higher yielding securities when deemed
appropriate to maintain necessary net investment income levels. If the
Fund, from time to time, seeks to pay dividends on Class A shares at a
target level, the Fund anticipates it would pay dividends at the targeted
dividend level from net investment income and other distributable income
without any impact on the Fund's Class A net asset value per share. The
Board of Trustees could change the Fund's targeted dividend level at any
time, without prior notice to shareholders. The Fund would not otherwise
have a fixed dividend rate. Regardless, there can be no assurance as to
the payment of any dividends or the realization of any capital gains.

Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year. Short-term capital gains are treated as dividends for tax purposes.
There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:

-- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
-- Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
-- Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.
-- Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. It does not matter how long you hold your
shares. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Distributions are subject to
federal income tax and may be subject to state or local taxes. Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.

-- "Buying a Dividend": When a fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy shares on
or just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

-- Taxes on Transactions: Share redemptions, including redemptions
for exchanges, are subject to capital gains tax. 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.

-- Returns of Capital: In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.

This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.

<PAGE>

APPENDIX TO PROSPECTUS OF
OPPENHEIMER INVESTMENT GRADE BOND FUND

Graphic material included in Prospectus of Oppenheimer Bond Fund:
"Comparison of Total Return of Oppenheimer Bond Fund and The Lehman
Brothers Corporate Bond Index - Change in Value of a $10,000 Hypothetical
Investment"

Linear graphs will be included in the Prospectus of Oppenheimer Bond
Fund (the "Fund") depicting the initial account value and subsequent
account value of a hypothetical $10,000 in the Fund. In the case of the
Fund's Class A shares, that graph will cover each of the Fund's fiscal
years since the inception of the class on April 15, 1988 through December
31, 1995 and in the case of Class B shares the graph will cover the period
from the inception of the class on May 1, 1993 through December 31, 1994.
The graphs will compare such values with the same investments over the
same time periods with The Lehman Brothers Corporate Bond Index. Set
forth below are the relevant data points that will appear on the linear
graphs. Additional information with respect to the foregoing, including
a description of The Lehman Brothers Corporate Bond Index, is set forth
in the Prospectus under "Performance of the Fund -- Comparing the Fund's
Performance to the Market"

<TABLE>
<CAPTION>
Lehman Brothers
Fiscal Year Oppenheimer Corporate
(Period) Ended Bond Fund A Bond Index
<S> <C> <C>
04/15/88 $9,525 $10,000
12/31/88 $9,952 $10,368
12/31/89 $11,077 $11,885
12/31/90 $11,602 $12,759
12/31/91 $13,723 $15,170
12/31/92 $14,653 $16,392
12/31/93 $16,163 $18,310
12/31/94 $15,538 $17,530

Lehman Brothers
Fiscal Year Oppenheimer Corporate
(Period) Ended Bond Fund B(1) Bond Index

05/01/93 $10,000 $10,000
12/31/93 $10,391 $10,503
12/31/94 $9,559 $10,056

</TABLE>

----------------------
(1) Class B shares of the Fund were first publicly offered on May 1, 1993.

<PAGE>

Oppenheimer Bond Fund
3410 South Galena Street
Denver, Colorado 80231
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
Deloitte & Touche LLP
1560 Broadway
Denver, Colorado 80202

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

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

PR0285.001.0595 *Printed on recycled paper

<PAGE>

OPPENHEIMER INTEGRITY FUNDS
3410 SOUTH GALENA STREET, DENVER, COLORADO 80231-5099
1-800-525-7048

PART B

STATEMENT OF ADDITIONAL INFORMATION
October 2, 1995

___________________________________

This Statement of Additional Information of Oppenheimer Integrity
Funds consists of this cover page and the following documents:

1. Statement of Additional Information of Oppenheimer Bond Fund dated July
10, 1995, supplemented July 14, 1995, previously filed and incorporated
herein by reference.

2. Oppenheimer Bond Fund's Annual Report as of December 31, 1994 and its
Semi-Annual Report as of June 30, 1995, previously filed and incorporated
herein by reference.

3. Prospectus of Investment Quality Income Fund dated March 1, 1995, as
revised June 30, 1995, previously filed and incorporated herein by
reference.

4. Statement of Additional Information of Investment Quality Income Fund
dated March 1, 1995, previously filed and incorporated herein by
reference.

5. Investment Quality Income Fund's Annual Report as of October 31, 1994
and its Semi-Annual Report as of April 30, 1995, previously filed and
incorporated herein by reference.

6. Pro Forma Financial Statements, filed herewith and incorporated herein
by reference.

This Statement of Additional Information (the "Additional Statement")
is not a Prospectus. This Additional Statement should be read in
conjunction with the Proxy Statement and Prospectus, which may be obtained
by written request to Oppenheimer Shareholder Services ("OSS"), P.O. Box
5270, Denver, Colorado 80217, or by calling OSS at the toll-free number
shown above.

<PAGE>

Independent Auditors' Report

The Board of Trustees and Shareholders of Oppenheimer Investment Grade
Bond Fund:

We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Oppenheimer Investment Grade
Bond Fund as of December 31, 1994, the related statement of operations for
the year then ended, the statements of changes in net assets for the years
ended December 31, 1994 and 1993 and the financial highlights for the
period January 1, 1991 to December 31, 1994. These financial statements
and financial highlights are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial statements
and financial highlights based on our audits. The financial highlights
(except for total return) for the period February 1, 1984 to December 31,
1990 were audited by other auditors whose report dated February 4,1991,
expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1994 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, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Oppenheimer
Investment Grade Bond Fund at December 31, 1994, the results of its
operations, the changes in its net assets, and the financial highlights
for the respective stated periods, in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE

/s/ Deloitte & Touche
Denver, Colorado
January 23, 1995
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
-----------------------------------------------------------------------

To the Shareholders and Trustees of
Quest for Value Family of Funds:

In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of the
Opportunity Fund, the Small Capitalization Fund, the Growth and
Income Fund, the U.S. Government Income Fund, and the Investment
Quality Income Fund (constituting part of Quest for Value Family of
Funds, hereafter referred to as the "Fund") at October 31, 1994, the
results of each of their operations for the year then ended, the changes
in each of their net assets for each of the two years in the period then
ended and the financial highlights for each of the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1994 by correspondence with
the custodian and brokers and the application of alternative auditing
procedures where confirmations from brokers were not received, provide
a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
December 16, 1994
<PAGE>

APPENDIX TO 1994 ANNUAL REPORT OF
INVESTMENT QUALITY INCOME FUND

Graphic material included in 1994 Annual Report of Investment Quality
Income Fund: "Comparison of Change in Value of $10,000 Investment* in
Quest for Value Investment Quality Income Fund (Class A) from 12/31/90
through 10/31/94 and Total Return on Lehman Brothers Corporate Bond
Index."

A linear graph is included in the 1994 Annual Report of Investment
Quality Income Fund (the "Fund") depicting the initial account value and
subsequent account value of a hypothetical $10,000 investment in Class A
shares of the Fund held from 12/31/90 until 10/31/94, and comparing such
values with the same investments over the same time periods in the Lehman
Brothers Corporate Bond Index. Set forth below are the relevant data
points that appear on the linear graph.

Lehman Brothers
Fiscal Year Investment QualityCorporate
(Period) Ended Income Fund (Class A)Bond Index
12/31/90 $9,525$10,000
10/31/91 $10,273$11,364
10/31/92 $11,425$12,627
10/31/93 $13,555$14,541
10/31/94 $12,281$13,785

----------------------
* After taking into account maximum sales charge.

<PAGE>

PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
June 30, 1995 (Unaudited)
Oppenheimer Bond Fund and
Quest for Value Investment Quality Income Fund
<TABLE>
<CAPTION>
Quest for Value
Investment Combined
Oppenheimer Quality Pro Forma Oppenheimer
Bond Fund Income Fund(1)Adjustments Bond Fund
<S> <C> <C> <C>
Assets
Investments, at value* $134,074,884 $60,481,685 $194,556,569
Receivables:
Interest and principal paydowns1,593,3751,296,987 2,890,362
Shares of beneficial interest sold251,71216,180 267,892
Investments sold 10,861,821 -- 10,861,821
Deferred organization costs -- 5,767 (5,767)(2) --
Other 26,066 22,194 48,260
Total assets 146,807,858 61,822,813 (5,767) 208,624,904

Liabilities
Bank overdraft 75,439 (5,767)(2) 69,672
Payables and other liabilities:
Investments purchased 19,267,031 -- 19,267,031
Dividends 499,146 92,901 592,047
Shares of beneficial interest
redeemed 294,005 1,579 295,584
Distribution and service plan fees72,871 7,581 80,452
Transfer and shareholder servicing agent
fees 9,378 -- 9,378
Other 24,964 69,794 94,758
Total liabilities 20,242,834 171,855 (5,767) 20,408,922

Net Assets $126,565,024 $61,650,958 -- $188,215,982

</TABLE>

<PAGE>

PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
June 30, 1995 (Unaudited) (Continued)
Oppenheimer Bond Fund and
Quest for Value Investment Quality Income Fund

Quest for Value
InvestmentCombined
OppenheimerQuality Oppenheimer
Bond Fund Income FundBond Fund

<S> <C> <C> <C>
Net Asset Value and Redemption Price Per Share
Class A Shares:
Net asset value and redemption price per share
(based on net assets of $118,864,206, $47,384,068,
and $166,248,274 and 10,995,949, 4,417,757, and
15,379,305 shares of beneficial interest
outstanding for Oppenheimer Bond Fund, Quest for
Value Investment Quality Income Fund and Combined
Oppenheimer Bond Fund, respectively). $10.81 $10.73 $10.81

Maximum offering price per share (net asset
value plus sales charge 4.75% of offering
price) $11.35 $11.27 $11.35

Class B Shares:
Net asset value and redemption price per share
(based on net assets of $7,700,818 and $10,751,740
and $18,452,558 and 712,334, 1,002,425, and
1,706,945 shares of beneficial interest
outstanding for Oppenheimer Bond Fund, Quest for
Value Investment Quality Income Fund, and Combined
Oppenheimer Bond Fund, respectively). $10.81 $10.73 $10.81

Class C Shares:
Net asset value and redemption price per share
(based on net assets of $3,543,606 and $3,543,606
and 330,312 and 327,809 shares of beneficial
interest outstanding for Oppenheimer Bond Fund,
Quest for Value Investment Quality Income Fund,
and Combined Oppenheimer Bond Fund,
respectively). $ -- $10.73 $10.81

*Cost $131,622,464$57,935,158$189,557,622
</TABLE>

(1) Quest for Value Investment Quality Income Fund
Class A shares, Class B shares and Class C shares
will be exchanged for Oppenheimer Bond Fund Class A shares,
Class B shares and Class C shares (based on
Class A shares net asset value), respectively.

(2) Reflects reimbursement to the Quest for
Value Investment Quality Income Fund by the Quest Advisors.

<PAGE>

PRO FORMA COMBINING STATEMENT OF OPERATIONS For The Six Months
Ended June 30, 1995 (Unaudited)
Oppenheimer Bond Fund and Quest for Value Investment Quality Income Fund
<TABLE>
<CAPTION>

Quest for Value
Investment Combined
OppenheimerQuality Pro FormaOppenheimer
Bond Fund Income FundAdjustmentsBond Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 4,185,138$2,437,470 -- $6,622,608

Expenses:
Management fees 421,551 171,225 45,737 (1) 638,513
Distribution and service plan fees:
Class A 131,136 90,453 (33,451)(2) 188,138
Class B 27,526 43,519 -- 71,045
Class C -- 15,723 -- 15,723
Transfer agency 106,447 29,106 17,690 (3) 153,243
Shareholder reports 40,946 11,206 13,280 (4) 65,432
Legal and audit 10,458 11,775 (7,230)(4) 15,003
Trustees' fees -- 8,529 (8,529)(4) --
Custodian fees 12,853 9,990 (5,000)(4) 17,843
Registration and filing fees -- 16,022 (16,022)(4) --
Class A 559 -- -- 559
Class B 810 -- 624(4) 1,434
Class C -- -- 317(4) 317
Other 8,053 61,871 (52,897)(4) 17,027
Total expenses 760,339 469,419 (45,481)(4) 1,184,277
Less: Investment advisory
fees waived -- (23,063) 23,063 (4) --
Net expenses 760,339 446,356 (22,418) 1,184,277

Net Investment Income 3,424,799 1,991,114 22,418 5,438,331

Realized and Unrealized Gain on
Investments:
Net realized gain on investments213,049 11,446 -- 224,495

Net change in unrealized appreciation
or depreciation on investments8,295,9695,677,759 -- 13,973,728

</TABLE>

<PAGE>
PRO FORMA COMBINING STATEMENT OF OPERATIONS For The Six Months Ended
June 30, 1995 (Unaudited)
Oppenheimer Bond Fund and Quest for Value Investment Quality Income Fund

<TABLE>
<CAPTION>
Quest for Value
Investment Combined
OppenheimerQuality Pro FormaOppenheimer
Bond Fund Income FundAdjustmentsBond Fund
<S> <C> <C> <C> <C>
Net realized and unrealized gain
on investments 8,509,018 5,689,205 14,198,223

Net Increase in Net Assets Resulting
from Operations $11,933,817 $7,680,319 $22,418 $19,636,554

</TABLE>

(1)Calculated in accordance with the existing
investment advisory agreement for Oppenheimer Bond Fund
(.75% on the first $200 million of net assets with a
reduction of .03% on each $200 million thereafter to
$800 million, .60% on the next $200 million and
.50% on net assets in excess of $1 billion).
This assumes that the management fee structure
was in place for the entire period.

(2)Calculated in accordance with existing Distribution
and Service Plan Agreement for Oppenheimer Bond Fund.

(3)Transfer Agency expense currently treated as a
fund level expense on Oppenheimer Bond Fund.
Adjustments reflect expected changes when the two Funds combine.

(4)Estimated fee for similar size Funds.
Adjustments reflect expected changes when the two Funds combine.

<PAGE>

PRO FORMA COMBINING STATEMENT OF OPERATIONS For The Year
Ended December 31, 1994 (Unaudited)
Oppenheimer Bond Fund and
Quest for Value Investment Quality Income Fund

Quest for Value
Investment Combined
OppenheimerQuality Pro FormaOppenheimer
Bond Fund Income FundAdjustmentsBond Fund
<S> <C> <C> <C> <C>
Investment Income:
Interest $ 7,667,379$4,729,105 --$12,396,484

Expenses:
Management fees 522,205 351,994 352,655 (1) 1,226,854
Distribution and service plan fees:
Class A 247,136 205,202 (84,015)(2) 368,323
Class B 26,383 49,768 1,088 (2) 77,239
Class C -- 23,885 -- 23,885
Transfer agency 184,806 58,217 31,000 (3) 274,023
Shareholder reports 80,889 32,950 17,025 (4) 130,864
Legal and audit 13,761 22,113 (5,867)(4) 30,007
Trustees' fees 12,864 17,889 (30,753) --
Custodian fees 12,743 25,179 (12,350)(4) 25,572
Registration and filing fees -- 59,015 (59,015)(4) --
Class A 162 -- -- 162
Class B 603 -- -- 603
Class C -- -- 300 (4) 300
Other 28,219 145,384(125,600)(4) 48,003
Total expenses 1,129,771 991,596 84,468 2,205,835
Less: Investment advisory
fees waived -- (176,708) 176,708 (4) --
Net expenses 1,129,771 814,888 261,176 2,205,835

Net Investment Income 6,537,608 3,914,217 (261,176) 10,190,649

Realized and Unrealized Gain on
Investments:
Net realized gain on investments(2,274,518)(1,251,838) -- (3,526,356)

Net change in unrealized appreciation
or depreciation on investments(8,559,673)(7,054,386) --(15,614,059)

</TABLE>

PRO FORMA COMBINING STATEMENT OF OPERATIONS For The Year
Ended December 31, 1994 (Unaudited)
Oppenheimer Bond Fund and
Quest for Value Investment Quality Income Fund
<TABLE>
<CAPTION>
Quest for Value
Investment Combined
OppenheimerQuality Pro FormaOppenheimer
Bond Fund Income FundAdjustmentsBond Fund
<S> <C> <C> <C> <C>
Net realized and unrealized gain
on investments (10,834,191)(8,306,224) --(19,140,415)

Net Increase in Net Assets Resulting
from Operations $(4,296,583)$(4,392,007)$(261,176)$(8,949,766)

</TABLE>

(1)Calculated in accordance with the existing investment
advisory agreement for Oppenheimer Bond Fund
(.75% on the first $200 million of net assets with a
reduction of .03% on each $200 million thereafter to
$800 million, .60% on the next $200 million and
.50% on net assets in excess of $1 billion).
This assumes that the management fee structure was
in place for the entire period.

(2)Calculated in accordance with existing Distribution
and Service Plan Agreement for Oppenheimer Bond Fund.

(3)Transfer Agency expense currently treated
as a fund level expense on Oppenheimer Bond Fund.
Adjustments reflect expected changes when the two Funds combine.

(4)Estimated fee for similar size Funds.
Adjustments reflect expected changes when the two Funds combine.
<PAGE>

OPPENHEIMER INTEGRITY FUNDS

FORM N-14

PART C

OTHER INFORMATION

Item 15. Indemnification

Reference is made to Article IV of Registrant's Declaration of Trust
filed as Exhibit 24(b)(1) to Registrant's Registration Statement and
incorporated herein by reference.

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

Item 16. Exhibits

(1) Amended and Restated Declaration of Trust dated June 26, 1995:
Filed with Registrant's Post-Effective Amendment No. 25, 7/10/95, and
incorporated herein by reference.

(2) Registrant's By-Laws dated 6/25/91: Filed with Registrant's
Post-Effective Amendment No. 16, 5/1/92, and refiled pursuant to Item 102
of Regulation S-T with Registrant's Post-Effective Amendment No. 23,
4/28/95, and incorporated herein by reference.

(3) Not applicable.

(4) Agreement and Plan of Reorganization: See Annex A to Part A
of this Registration Statement.

(5) (i) Specimen Class A Share Certificate for Oppenheimer
Investment Grade Bond Fund: Filed with Registrant's Post-Effective
Amendment No. 20, 4/29/94, and incorporated herein by reference.

(ii) Specimen Class B Share Certificate for Oppenheimer
Investment Grade Bond Fund: Filed with Registrant's Post-Effective
Amendment No. 20, 4/29/94, and incorporated herein by reference.

(iii) Specimen Class C Share Certificate for Oppenheimer Bond
Fund: To be filed by amendment.

(6) Investment Advisory Agreement 7/10/95 for Oppenheimer Bond
Fund: Filed with Registrant's Post-Effective Amendment No. 25, 7/10/95,
and incorporated herein by reference.

(7) (i) General Distributor's Agreement dated 10/13/92: Filed
with Registrant's Post-Effective Amendment No. 17, 2/26/93, and refiled
pursuant to Item 102 of Regulation S-T with Registrant's Post-Effective
Amendment No. 23, 4/28/95, and incorporated herein by reference.

(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.

(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.

(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.

(v) Broker Agreement between Oppenheimer Funds Distributor,
Inc. and Newbridge Securities, Inc. dated 10/1/86: Filed with Post-
Effective Amendment No. 25 to the Registration Statement of Oppenheimer
Growth Fund (Reg. No. 2-45272), 11/1/86, and refiled with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer Growth Fund
(Reg. No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.

(8) Retirement Plan for Non-Interested Trustees or Directors
(adopted by Registrant - 6/7/90): Previously filed with Post-Effective
Amendment No. 97 of Oppenheimer Fund (Reg. No. 2-14586), 8/30/90, refiled
with Post-Effective Amendment No. 45 of Oppenheimer Growth Fund (Reg. No.
2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and
incorporated herein by reference.

(9) Custody Agreement dated 11/12/92, between the Registrant and
The Bank of New York: Filed with Registrant's Post-Effective Amendment No.
17, 2/26/93, and refiled with Post-Effective Amendment No. 23, 4/28/95
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.

(10) (i) Service Plan and Agreement under Rule 12b-1 of the
Investment Company Act of 1940 for Class A shares of Oppenheimer
Investment Grade Bond Fund dated 6/22/93: Filed with Registrant's Post-
Effective Amendment No. 19, 3/1/94, and incorporated herein by reference.

(ii) Distribution and Service Plan and Agreement under Rule
12b-1 of the Investment Company Act of 1940 for Class B shares of
Oppenheimer Investment Grade Bond Fund dated 7/10/95: Filed with
Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated
herein by reference.

(iii) Distribution and Service Plan and Agreement under Rule
12b-1 of the Investment Company Act of 1940 for Class C shares of
Oppenheimer Investment Grade Bond Fund dated 7/10/95: Filed with
Registrant's Post-Effective Amendment No. 25, 7/10/95, and incorporated
herein by reference.

(11) Opinion and Consent of Counsel dated 2/11/91: Incorporated
herein by reference to Registrant's Rule 24f-2 Notice filed on 2/19/91.

(12) Tax Opinion Relating to the Reorganization:

(13) Not applicable.

(14) (i) Consent of Deloitte & Touche LLP: Filed herewith.

(ii) Consent of Price Waterhouse LLP: Filed herewith.

(15) Not applicable.

(16) Not applicable

(17)(i) Declaration of Registrant under Rule 24f-2: Previously
filed with this Registration Statement.

(17)(ii) Financial Data Schedules: Previously filed with this
Registration Statement.

Item 17. Undertakings

(1) Not applicable.

(2) Not applicable.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver and State of Colorado on
the 20th day of September, 1995.

OPPENHEIMER INTEGRITY FUNDS

By: /s/ James C. Swain
----------------------------------
James C. Swain, Chairman

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

Signatures Title Date

/s/ James C. Swain Chairman of the
------------------ Board of Trustees September 20, 1995,
James C. Swain

/s/ Jon S. Fossel Chief Executive
------------------ Officer and September 20, 1995,
Jon S. Fossel Trustee

/s/ George C. Bowen Chief Financial
------------------- and Accounting September 20, 1995,
George C. Bowen Officer

/s/ Robert G. Avis Trustee September 20, 1995
------------------
Robert G. Avis

/s/ William A. Baker Trustee September 20, 1995
--------------------
William A. Baker

/s/ Charles Conrad, Jr. Trustee September 20, 1995
-----------------------
Charles Conrad, Jr.

/s/ Raymond J. Kalinowski Trustee September 20, 1995
-------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast Trustee September 20, 1995
------------------
C. Howard Kast

/s/ Robert M. Kirchner Trustee September 20, 1995
----------------------
Robert M. Kirchner

/s/ Ned M. Steel Trustee September 20, 1995
----------------
Ned M. Steel

<PAGE>

OPPENHEIMER INTEGRITY FUNDS

EXHIBIT INDEX

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

16(14)(i) Consent of Deloitte & Touche LLP

16(14)(ii) Consent of price Waterhouse LLP

Consent of Independent Accountants

We hereby consent to the use in the Statement of Additional Information
constituting part of this registration statement on Form N-14 (the "N-14
Registration Statement") of our report dated December 16, 1994, relating
to the financial statements and financial highlights of Quest For Value
Family of Funds - Investment Quality Income Fund (the "Fund"), which
appears in such Statement of Additional Information and to the
incorporation by reference of our report into the Proxy Statement and
Prospectus which constitutes part of this N-14 Registration Statement.
We also consent to the use of our report and to the reference to us under
the heading "Additional Information-Independent Accountants" in the
Statement of Additional Information constituting part of Post-Effective
Amendment No. 33 to the registration statement on Form N-1A of the Fund
(the "N-1A Registration Statement"), which is included in the Statement
of Additional Information of such N-14 Registration Statement and
incorporated by reference in the Proxy Statement and Prospectus
constituting part of such N-14 Registration Statement. We also consent
to the reference to us under the heading "Financial Highlights" in the
Prospectus of such N-1A Registration Statement, which is incorporated by
reference in the Proxy Statement and Prospectus of the N-14 Registration
Statement.

PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
September 6, 1995

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INDEPENDENT AUDITORS' CONSENT

We consent to use in this Pre-effective Amendment No. 1 to Registration
Statement No. 33-62261 of Oppenheimer Integrity Funds on Form N-14 of our
report dated January 23, 1995, appearing in the December 31, 1994 Annual
Report of Oppenheimer Bond Fund (formerly Oppenheimer Investment Grade
Bond Fund, a series of Oppenheimer Integrity Funds), included as part of
the Statement of Additional Information, which is a part of such
Registration Statement.

DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche
Denver, Colorado
September 21, 1995

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