OPPENHEIMER INTEGRITY FUNDS, 485BPOS, 1995-07-10

OPPENHEIMER INTEGRITY FUNDS
485BPOS, 1995-07-10

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<PAGE>

Registration No. 2-76547
File No. 811-3420

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 25 / X /

and/or

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

AMENDMENT N0. 24 / X /

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

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

1-303-671-3200
- -------------------------------------------------------------------------
(Registrant's Telephone Number)

ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center - Suite 3400
New York, New York 10048-0203
- -------------------------------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box):

/ / Immediately upon filing pursuant to paragraph (b)

/ X / On July 10, 1995, pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)(1)

/ / On _______, pursuant to paragraph (a)(1)

/ / 75 days after filing pursuant to paragraph (a)(2)

/ / On ________________, pursuant to paragraph (a)(2) of

Rule 485

- -------------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1994, was filed on February 27, 1995.

<PAGE>

FORM N-1A

OPPENHEIMER INTEGRITY FUNDS

Cross Reference Sheet
---------------------

Prospectus for Oppenheimer Investment Grade Bond Fund

Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------

1 Front Cover Page
2 Expenses; Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; How the Fund is Managed -- Organization
and History; Investment Objective and Policies
5 How the Fund is Managed; Expenses; Back Cover
5A Performance of the Fund
6 Expenses; Dividends, Capital Gains and Taxes
7 Shareholder Account Rules and Policies; How to Buy Shares;
How to Exchange Shares; Special Investor Services; Service
Plan for Class A Shares; Distribution and Service Plan for
Class B Shares; How to Sell Shares
8 How to Sell Shares; How to Exchange Shares; Special
Investor Services
9 *

Prospectus for Oppenheimer Value Stock Fund

Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------

__________________
* Not applicable or negative answer.

<PAGE>

FORM N-1A

OPPENHEIMER INTEGRITY FUNDS

Cross Reference Sheet
---------------------

Statement of Additional Information for Oppenheimer Investment Grade Bond
Fund

Part B of
Form N-1A
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------

10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment
Techniques and Strategies; Additional Investment Restrictions
Appendix A (Prospectus) - Description of Securities Ratings
14 How the Fund is Managed; Trustees and Officers of the Fund
15 How the Fund is Managed -- Major Shareholders;
16 How the Fund is Managed; Distribution and Service Plans;
Additional Information about the Fund
17 Brokerage Policies of the Fund
18 Additional Information about the Fund
19 Your Investment Account; How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 *

Statement of Additional Information for Oppenheimer Value Stock Fund

Part B of
Form N-1A
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------

19 Your Investment Account; How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 *
__________________
* Not applicable or negative answer.

<PAGE>

O P P E N H E I M E R

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 securities. You should carefully review the risks
associated with an investment in the Fund. Please refer to "Investment
Objectives and Polices" 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

ABOUT THE FUND

Expenses

A Brief Overview of the Fund

Financial Highlights

Investment Objective and Policies

How the Fund is Managed

Performance of the Fund

ABOUT YOUR ACCOUNT

How to Buy Shares
Class A Shares
Class B Shares
Class C Shares

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

How to Sell Shares
By Mail
By Telephone
By Checkwriting

How to Exchange Shares

Shareholder Account Rules and Policies

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 4.75% None None
Charge on Purchases
(as a % of offering price)
- ----------------------------------------------------------------------
Sales Charge on
Reinvested Dividends None None None
- ----------------------------------------------------------------------
Deferred Sales Charge None(1) 5% in the 1% if
(as a % of the lower of the first year, shares are
original purchase price or declining to redeemed
redemption proceeds) 1% in the within 12
sixth year and sixth year and months of
eliminated purchase(2)
thereafter(2)
- ----------------------------------------------------------------------
Exchange Fee None None None
</TABLE>

1. If you invest more than $1 million in Class A shares, 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 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 (Restated) 0.75% 0.75% 0.75%
- ----------------------------------------------------------------------
12b-1 Distribution 0.25%(1) 1.00%(2) 1.00%(2)
Plan Fees
(includes Shareholder
Service Plan Fees)
- ----------------------------------------------------------------------
Other Expenses 0.31% 0.28% 0.30%
- ----------------------------------------------------------------------
Total Fund 1.31% 2.03% 2.05%
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 Annual Fund Operating
Expenses chart above. 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 $ $ $ $

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 $ $ $ $

*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 domestic and foreign 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.

-- 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 18 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 24 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 ___ 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 ___. The Fund also offers exchange privileges to other
OppenheimerFunds, described in "How to Exchange Shares" on page __.

-- 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. 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. 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 ___. 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.

<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%

<FN>
1. For the period from May 1, 1993 (inception of offering) to December 31, 1993.

2. Operating results prior to April 15, 1988 were achieved by the Fund's predecessor corporation as a
closed-end fund under different investment objectives and policies. Such results are thus not
necessarily representative of operating results the Fund may achieve under its current investment
objectives and policies.

3. On March 28, 1991, Oppenheimer Management Corporation became the investment advisor to the
Fund.

4. Net investment income would have been $.87 absent the voluntary expense limitation, resulting in
an expense ratio of 1.26%.

5. Assumes a hypothetical initial investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day of the fiscal period.
Sales charges are not reflected in the total returns.

6. Annualized.

7. The lesser of purchases or sales of portfolio securities for a period, divided by the monthly
average of the market value of portfolio securities owned during the period. Securities with a
maturity or expiration date at the time of acquisition of one year or less are excluded from the
calculation. Purchases and sales of investment securities (excluding short-term securities) for the
year ended December 31, 1994 were $67,852,873 and $67,362,839, respectively.
</FN>
</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 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 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.

-- 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, 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, 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 own other securities acceptable for applicable escrow
requirements). 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, 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 or Futures, 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 net 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
Fund'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, 1991.

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. Messrs. Negri and 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.
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, 1994.
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. This Prospectus and Statement
of Additional Information reflect the investment policy changes approved
by the Fund's shareholders at a meeting held July 10, 1995. The Fund will
continue to use the Lehman Brothers Corporate Bond Index as an appropriate
broad-based index against which to compare its performance. 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.

Comparison of Change in Value
of $10,000 Hypothetical Investment in
Oppenheimer Investment Grade Bond Fund Class A and Class B Shares
and the Lehman Brothers Corporate Bond Index

[Graphs]

Past Performance is not predictive of future performance.

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). If you purchase Class A
shares as part of an investment of at least $1 million 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.

-- 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 the shorter
term, 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) will have a greater economic impact on your
account during that period than the reduced initial sales charge 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 million 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, or other features (such as Automatic Withdrawal Plans)
might not be advisable (because of the effect of contingent deferred sales
charge) in non-retirement accounts for 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. Also, because not all
OppenheimerFunds currently offer Class B or Class C shares, and because
exchanges are permitted only to the same class of shares in other
OppenheimerFunds, you should consider how important the exchange privilege
is likely to be for you. 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.

-- 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 Sales Front-End Sales
Charge As a Charge As A
Percentage of Percentage of Commission as
Offering Amount Percentage of
Amount of Purchase Price Invested Offering 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>

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).
However, 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 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 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
shares of the Fund and other OppenheimerFunds. You can also include Class
A shares of OppenheimerFunds you previously purchased subject to a sales
charge, 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 shares of the Fund and other OppenheimerFunds during a 13-month
period at the reduced sales charge rate that applies to the total amount
of the intended purchases. 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; (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 or (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 ("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, and (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).

-- 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.

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:

Contingent Deferred Sales Charge
Beginning of Month in which On Redemptions in That Year
Purchase Order Was Accepted (As % of Amount Subject to Charge)
- ----------------------------------------------------------------------
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

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, and (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).

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; and (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 and costs 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.

-- 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 and (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; and (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

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 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 and Class B 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. Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days. 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 and Class B 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 net asset value per share. The Board of
Trustees would 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. With or without a target dividend level, 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"

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

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

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

<PAGE>

Oppenheimer Investment Grade Bond Fund
3410 South Galena Street, Denver, Colorado 80231
Telephone: 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 BOND FUND

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

Statement of Additional Information dated July 10, 1995.

This Statement of Additional Information of Oppenheimer Bond Fund is
not a Prospectus. This document contains additional information about the
Fund and supplements information in the Prospectus dated July 10, 1995.
It should be read together with the Prospectus which may be obtained by
writing to the Fund's Transfer Agent, Oppenheimer Shareholder Services,
at P.O. Box 5270, Denver, Colorado 80217 or by calling the Transfer Agent
at the toll-free number shown above.

Contents

Page

About the Fund
Investment Objective and Policies. . . . . . . . . . . . . .
Investment Policies and Strategies. . . . . . . . . . . .
Other Investment Techniques and Strategies. . . . . . . .
Other Investment Restrictions . . . . . . . . . . . . . .
How the Fund is Managed. . . . . . . . . . . . . . . . . . .
Organization and History . . . . . . . . . . . . . . . . . .
Trustees and Officers of the Fund. . . . . . . . . . . . . .
The Manager and Its Affiliates . . . . . . . . . . . . . . .
Brokerage Policies of the Fund . . . . . . . . . . . . . . .
Performance of the Fund. . . . . . . . . . . . . . . . . . .
Distribution and Service Plans . . . . . . . . . . . . . . .
About Your Account
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . .
How to Sell Shares . . . . . . . . . . . . . . . . . . . . .
How to Exchange Shares . . . . . . . . . . . . . . . . . . .
Dividends, Capital Gains and Taxes . . . . . . . . . . . . .
Additional Information About the Fund. . . . . . . . . . . .
Financial Information About the Fund
Independent Auditors' Report . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . .
Appendix A: Description of Securities Ratings. . . . . . . .A-1
Appendix B: Industry Classification. . . . . . . . . . . . .B-1

<PAGE>

ABOUT THE FUND

Investment Objective And Policies

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

-- Debt Securities. All debt securities are subject to two types
of risk: credit risk and interest rate risk (these are in addition to
other investment risks that may affect a particular security).

-- Credit Risk. Credit risk relates to the ability of the issuer
to meet interest or principal payments or both as they become due.
Generally, higher yielding bonds are subject to credit risk to a greater
extent than higher quality bonds.

-- Interest Rate Risk. Interest rate risk refers to the
fluctuations in value of fixed-income securities resulting solely from the
inverse relationship between price and yield of outstanding fixed-income
securities. An increase in interest rates will generally reduce the
market value of fixed-income investments, and a decline in interest rates
will tend to increase their value. In addition, debt securities with
longer maturities, which tend to produce higher yields, are subject to
potentially greater capital appreciation and depreciation than obligations
with shorter maturities. Fluctuations in the market value of fixed-income
securities subsequent to their acquisition will not affect the interest
payable on those securities, and thus the cash income from such
securities, but will be reflected in the valuations of those securities
used to compute the Fund's net asset values.

-- Commercial Paper. The Fund's commercial paper investments, in
addition to those described in the Prospectus, include the following:

Variable Amount Master Demand Notes. Master demand notes are
corporate obligations which permit the investment of fluctuating amounts
by the Fund at varying rates of interest pursuant to direct arrangements
between the Fund, as lender, and the borrower. They permit daily changes
in the amounts borrowed. The Fund has the right to increase the amount
under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may prepay up to
the full amount of the note without penalty. These notes may or may not
be backed by bank letters of credit. Because these notes are direct
lending arrangements between the lender and borrower, it is not generally
contemplated that they will be traded. There is no secondary market for
these notes, although they are redeemable (and thus immediately repayable
by the borrower) at principal amount, plus accrued interest, at any time.
Accordingly, the Fund's right to redeem such notes is dependent upon the
ability of the borrower to pay principal and interest on demand. The Fund
has no limitations on the type of issuer from whom these notes will be
purchased; however, in connection with such purchases and on an ongoing
basis, the Manager will consider the earning power, cash flow and other
liquidity ratios of the issuer, and its ability to pay principal and
interest on demand, including a situation in which all holders of such
notes made demand simultaneously. Investments in master demand notes are
subject to the limitation on investments by the Fund in illiquid
securities, described in the Prospectus.

Floating Rate/Variable Rate Notes. Some of the notes the Fund may
purchase may have variable or floating interest rates. Variable rates are
adjustable at stated periodic intervals; floating rates are automatically
adjusted according to a specified market rate for such investments, such
as the percentage of the prime rate of a bank, or the 91-day U.S. Treasury
Bill rate. Such obligations may be secured by bank letters of credit or
other credit support arrangements.

-- Participation Interests. The Fund may invest in participation
interests, subject to the limitation, described in "Illiquid and
Restricted Securities" in the Prospectus on investments by the Fund in
illiquid investments. Participation interests provide the Fund an
undivided interest in a loan made by the issuing financial institution in
the proportion that the Fund's participation interest bears to the total
principal amount of the loan. No more than 5% of the Fund's net assets
can be invested in participation interests of the same issuing bank. The
issuing financial institution may have no obligation to the Fund other
than to pay the Fund the proportionate amount of the principal and
interest payments it receives. Participation interests are primarily
dependent upon the creditworthiness of the borrowing corporation, which
is obligated to make payments of principal and interest on the loan, and
there is a risk that such borrowers may have difficulty making payments.
In the event the borrower fails to pay scheduled interest or principal
payments, the Fund could experience a reduction in its income and might
experience a decline in the value of that participation interest and in
the net asset value of its shares. In the event of a failure by the
financial institution to perform its obligation in connection with the
participation agreement, the Fund might incur certain costs and delays in
realizing payment or may suffer a loss of principal and/or interest.

-- Bank Obligations and Instruments Secured Thereby. The bank
obligations the Fund may invest in include time deposits, certificates of
deposit, and bankers' acceptances if they are: (i) obligations of a
domestic bank with total assets of at least $1 billion or (ii) obligations
of a foreign bank with total assets of at least U.S. $1 billion. The Fund
may also invest in instruments secured by such obligations (e.g., debt
which is guaranteed by the bank). For purposes of this section, the term
"bank" includes commercial banks, savings banks, and savings and loan
associations which may or may not be members of the Federal Deposit
Insurance Corporation.

Time deposits are non-negotiable deposits in a bank for a specified
period of time at a stated interest rate, whether or not subject to
withdrawal penalties. However, time deposits that are subject to
withdrawal penalties, other than those maturing in seven days or less, are
subject to the limitation on investments by the Fund in illiquid
investments, set forth in the Prospectus under "Illiquid and Restricted
Securities."

Banker's acceptances are marketable short-term credit instruments
used to finance the import, export, transfer or storage of goods. They
are deemed "accepted" when a bank guarantees their payment at maturity.

-- Securities of Foreign Governments and Companies. As stated in
the Prospectus, the Fund may invest in debt obligations (which may be
dominated in U.S. dollars or non-U.S. currencies) issued or guaranteed by
foreign corporations, certain supranational entities (described below) and
foreign governments or their agencies or instrumentalities.

The percentage of the Fund's assets that will be allocated to foreign
securities will vary from time to time depending on, among other things,
the relative yields of foreign and U.S. securities, the economies of
foreign countries, the condition of such countries' financial markets, the
interest rate climate of such countries and the relationship of such
countries' currency to the U.S. dollar. The Manager will consider an
issuer's affiliation, if any, with a foreign government as one of the
factors in determining whether to purchase any particular foreign
security. These factors are judged on the basis of fundamental economic
criteria (e.g., relative inflation levels and trends, growth rate
forecasts, balance of payments status, and economic policies) as well as
technical and political data. The Fund's portfolio of foreign securities
may include those of a number of foreign countries or, depending upon
market conditions, those of a single country.

Investments in foreign securities offer potential benefits not
available from investments solely in securities of domestic issuers, by
offering the opportunity to invest in foreign issuers that appear to offer
growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign bond or
other markets that do not move in a manner parallel to U.S. markets. From
time to time, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other
restrictions, and it is possible that such restrictions could be
reimposed.

Securities of foreign issuers that are represented by American
depository receipts, or that are listed on a U.S. securities exchange, or
are traded in the U.S. over-the-counter market are not considered "foreign
securities," because they are not subject to many of the special
considerations and risks (discussed below) that apply to foreign
securities traded and held abroad. If the Fund's securities are held
abroad, the countries in which such securities may be held and the sub-
custodians holding must be, in most cases, approved by the Fund's Board
of Trustees under applicable SEC rules.

The obligations of foreign governmental entities may or may not be
supported by the full faith and credit of a foreign government.
Obligations of "supranational entities" include those of international
organizations designated or supported by governmental entities to promote
economic reconstruction or development and of international banking
institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the "World Bank"),
the European Coal and Steel Community, the Asian Development Bank and the
Inter-American Development Bank. The governmental members, or
"stockholders," of these entities usually make initial capital
contributions to the supranational entity and in many cases are committed
to make additional capital contributions if the supranational entity is
unable to repay its borrowings. Each supranational entity's lending
activities are limited to a percentage of its total capital (including
"callable capital" contributed by members at the entity's call), reserves
and net income. There is no assurance that foreign governments will be
able or willing to honor their commitments.

Investing in foreign securities involves considerations and possible
risks not typically associated with investing in securities in the U.S.
The values of foreign securities will be affected by changes in currency
rates or exchange control regulations or currency blockage, application
of foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in the U.S. or abroad) or
changed circumstances in dealings between nations. There may be a lack
of public information about foreign issuers. Foreign countries may not
have financial reporting, accounting and auditing standards comparable to
those that apply to U.S. issuers. Costs will be incurred in connection
with conversions between various currencies. Foreign brokerage
commissions are generally higher than commissions in the U.S., and foreign
securities markets may be less liquid, more volatile and less subject to
governmental regulation than in the U.S. They may have increased delays
in settling portfolio transactions. Investments in foreign countries
could be affected by other factors not generally thought to be present in
the U.S., including expropriation or nationalization, confiscatory
taxation and potential difficulties in enforcing contractual obligations,
and could be subject to extended settlement periods.

Because the Fund may purchase securities denominated in foreign
currencies, a change in the value of any such currency against the U.S.
dollar will result in a change in the U.S. dollar value of the Fund's
assets and its income available for distribution. In addition, although
a portion of the Fund's investment income may be received or realized in
foreign currencies, the Fund will be required to compute and distribute
its income in U.S. dollars, and absorb the cost of currency fluctuations.
The Fund may engage in foreign currency exchange transactions for hedging
purposes to protect against changes in future exchange rates. See "Other
Investment Techniques and Strategies - Hedging," below.

The values of foreign investments and the investment income derived
from them may also be affected unfavorably by changes in currency exchange
control regulations. Although the Fund will invest only in securities
denominated in foreign currencies that at the time of investment do not
have significant government-imposed restrictions on conversion into U.S.
dollars, there can be no assurance against subsequent imposition of
currency controls. In addition, the values of foreign securities will
fluctuate in response to a variety of factors, including changes in U.S.
and foreign interest rates.

-- U.S. Government Securities. U.S. Government Securities are debt
obligations issued or guaranteed by the U.S. Government or one of its
agencies or instrumentalities, and include "zero coupon" Treasury
securities and mortgage-backed securities and CMOs.

-- Mortgage-Backed Securities. These securities represent
participation interests in pools of residential mortgage loans which are
guaranteed by agencies or instrumentalities of the U.S. Government. Such
securities differ from conventional debt securities which generally
provide for periodic payment of interest in fixed or determinable amounts
(usually semi-annually) with principal payments at maturity or specified
call dates. Some mortgage-backed securities in which the Fund may invest
may be backed by the full faith and credit of the U.S. Treasury (e.g.,
direct pass-through certificates of Government National Mortgage
Association); some are supported by the right of the issuer to borrow from
the U.S. Government (e.g., obligations of Federal Home Loan Mortgage
Corporation); and some are backed by only the credit of the issuer itself.
Those guarantees do not extend to the value of or yield of the mortgage-
backed securities themselves or to the net asset value of the Fund's
shares. Any of these government agencies may also issue collateralized
mortgage-backed obligations ("CMOs"), discussed below.

The yield on mortgage-backed securities is based on the average
expected life of the underlying pool of mortgage loans. The actual life
of any particular pool will be shortened by any unscheduled or early
payments of principal and interest. Principal prepayments generally
result from the sale of the underlying property or the refinancing or
foreclosure of underlying mortgages. The occurrence of prepayments is
affected by a wide range of economic, demographic and social factors and,
accordingly, it is not possible to predict accurately the average life of
a particular pool. Yield on such pools is usually computed by using the
historical record of prepayments for that pool, or, in the case of newly-
issued mortgages, the prepayment history of similar pools. The actual
prepayment experience of a pool of mortgage loans may cause the yield
realized by the Fund to differ from the yield calculated on the basis of
the expected average life of the pool.

Prepayments tend to increase during periods of falling interest
rates, while during periods of rising interest rates prepayments will most
likely decline. When prevailing interest rates rise, the value of a pass-
through security may decrease as do the values of other debt securities,
but, when prevailing interest rates decline, the value of a pass-through
security is not likely to rise to the extent that the value of other debt
securities rise, because of the prepayment feature of pass-through
securities. The Fund's reinvestment of scheduled principal payments and
unscheduled prepayments it receives may occur at times when available
investments offer higher or lower rates than the original investment, thus
affecting the yield of the Fund. Monthly interest payments received by
the Fund have a compounding effect which may increase the yield to the
Fund more than debt obligations that pay interest semi-annually. Because
of those factors, mortgage-backed securities may be less effective than
Treasury bonds of similar maturity at maintaining yields during periods
of declining interest rates. The Fund may purchase mortgage-backed
securities at par, at a premium or at a discount. Accelerated prepayments
adversely affect yields for pass-through securities purchased at a premium
(i.e., at a price in excess of their principal amount) and may involve
additional risk of loss of principal because the premium may not have been
fully amortized at the time the obligation is repaid. The opposite is
true for pass-through securities purchased at a discount.

The Fund may invest in "stripped" mortgage backed securities, in
which the principal and interest portions of the security are separated
and sold. Stripped mortgage-backed securities usually have at least two
classes each of which receives different proportions of interest and
principal distributions on the underlying pool of mortgage assets. One
common variety of stripped mortgage-backed security has one class that
receives some of the interest and most of the principal, while the other
class receives most of the interest and remainder of the principal. In
some cases, one class will receive all of the interest (the
"interest-only" or "IO" class), while the other class will receive all of
the principal (the "principal-only" or "PO" class). Interest only
securities are extremely sensitive to interest rate changes, and
prepayments of principal on the underlying mortgage assets. An increase
in principal payments or prepayments will reduce the income available to
the IO security. In other types of CMOs, the underlying principal
payments may apply to various classes in a particular order, and therefore
the value of certain classes or "tranches" of such securities may be more
volatile than the value of the pool as a whole, and losses may be more
severe than on other classes.

Mortgage-backed securities may be less effective than debt
obligations of similar maturity at maintaining yields during periods of
declining interest rates. As new types of mortgage-related securities are
developed and offered to investors, the Manager will, subject to the
direction of the Board of Trustees and consistent with the Fund's
investment objective and policies, consider making investments in such new
types of mortgage-related securities.

-- GNMA Certificates. Certificates of Government National Mortgage
Association ("GNMA") are mortgage-backed securities of GNMA that evidence
an undivided interest in a pool or pools of mortgages ("GNMA
Certificates"). The GNMA Certificates that the Fund may purchase are of
the "modified pass-through" type, which entitle the holder to receive
timely payment of all interest and principal payments due on the mortgage
pool, net of fees paid to the "issuer" and GNMA, regardless of whether the
mortgagor actually makes the payments when due.

The National Housing Act authorizes GNMA to guarantee the timely
payment of principal and interest on securities backed by a pool of
mortgages insured by the Federal Housing Administration ("FHA") or
guaranteed by the Veterans Administration ("VA"). The GNMA guarantee is
backed by the full faith and credit of the U.S. Government. GNMA is also
empowered to borrow without limitation from the U.S. Treasury if necessary
to make any payments required under its guarantee.

The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the
securities. Prepayments of principal by mortgagors and mortgage
foreclosures will usually result in the return of the greater part of
principal investment long before the maturity of the mortgages in the
pool. Foreclosures impose no risk to principal investment because of the
GNMA guarantee, except to the extent that the Fund has purchased the
certificates at a premium in the secondary market.

-- FNMA Securities. The Federal National Mortgage Association
("FNMA") was established to create a secondary market in mortgages insured
by the FHA. FNMA issues guaranteed mortgage pass-through certificates
("FNMA Certificates"). FNMA Certificates resemble GNMA Certificates in
that each FNMA Certificate represents a pro rata share of all interest and
principal payments made and owed on the underlying pool. FNMA guarantees
timely payment of interest and principal on FNMA Certificates. The FNMA
guarantee is not backed by the full faith and credit of the U.S.
Government.

-- FHLMC Securities. The Federal Home Loan Mortgage Corporation
("FHLMC") was created to promote development of a nationwide secondary
market for conventional residential mortgages. FHLMC issues two types of
mortgage pass-through certificates ("FHLMC Certificates"): mortgage
participation certificates ("PCs") and guaranteed mortgage certificates
("GMCs"). PCs resemble GNMA Certificates in that each PC represents a pro
rata share of all interest and principal payments made and owed on the
underlying pool. FHLMC guarantees timely monthly payment of interest on
PCs and the ultimate payment of principal. The FHLMC guarantee is not
backed by the full faith and credit of the U.S. Government.

GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semi-annually and return principal
once a year in guaranteed minimum payments. The expected average life of
these securities is approximately ten years. The FHLMC guarantee is not
backed by the full faith and credit of the U.S. Government.

-- Collateralized Mortgage-Backed Obligations ("CMOs"). CMOs are
fully-collateralized bonds that are the general obligations of the issuer
thereof, either the U.S. Government, a U.S. government instrumentality,
or a private issuer, which may be a domestic or foreign corporation. Such
bonds generally are secured by an assignment to a trustee (under the
indenture pursuant to which the bonds are issued) of collateral consisting
of a pool of mortgages. Payments with respect to the underlying mortgages
generally are made to the trustee under the indenture. Payments of
principal and interest on the underlying mortgages are not passed through
to the holders of the CMOs as such (i.e., the character of payments of
principal and interest is not passed through, and therefore payments to
holders of CMOs attributable to interest paid and principal repaid on the
underlying mortgages do not necessarily constitute income and return of
capital, respectively, to such holders), but such payments are dedicated
to payment of interest on and repayment of principal of the CMOs. CMOs
often are issued in two or more classes with different characteristics
such as varying maturities and stated rates of interest. Because interest
and principal payments on the underlying mortgages are not passed through
to holders of CMOs, CMOs of varying maturities may be secured by the same
pool of mortgages, the payments on which are used to pay interest on each
class and to retire successive maturities in sequence. Unlike other
mortgage-backed securities (discussed above), CMOs are designed to be
retired as the underlying mortgages are repaid. In the event of
prepayment on such mortgages, the class of CMO first to mature generally
will be paid down. Therefore, although in most cases the issuer of CMOs
will not supply additional collateral in the event of such prepayment,
there will be sufficient collateral to secure CMOs that remain
outstanding.

-- Asset-Backed Securities. The value of an asset-backed security
is affected by changes in the market's perception of the asset backing the
security, the creditworthiness of the servicing agent for the loan pool,
the originator of the loans, or the financial institution providing any
credit enhancement, and is also affected if any credit enhancement has
been exhausted. The risks of investing in asset-backed securities are
ultimately dependent upon payment of consumer loans by the individual
borrowers. As a purchaser of an asset-backed security, the Fund would
generally have no recourse to the entity that originated the loans in the
event of default by a borrower. The underlying loans are subject to
prepayments, which shorten the weighted average life of asset-backed
securities and may lower their return, in the same manner as described
above for the prepayments of a pool of mortgage loans underlying mortgage-
backed securities.

Other Investment Techniques And Strategies

-- Hedging with Options and Futures Contracts. The Fund may employ
one or more types of Hedging Instruments for the purposes described in the
Prospectus. When hedging to attempt to protect against declines in the
market value of the Fund's portfolio, to permit the Fund to retain
unrealized gains in the value of portfolio securities which have
appreciated, or to facilitate selling securities for investment reasons,
the Fund may: (i) sell Futures, (ii) purchase puts on such Futures or
securities, or (iii) write calls on securities held by it or on Futures.
When hedging to attempt to protect against the possibility that portfolio
securities are not fully included in a rise in value of the debt
securities market, the Fund may: (i) purchase Futures, or (ii) purchase
calls on such Futures or on securities. Covered calls and puts may also
be written on debt securities to attempt to increase the Fund's income.
When hedging to protect against declines in the dollar value of a foreign
currency-denominated security, the Fund may: (a) purchase puts on that
foreign currency and on foreign currency Futures, (b) write calls on that
currency or on such Futures, or (c) enter into Forward Contracts at a
lower rate than the spot ("cash") rate.

The Fund's strategy of hedging with Futures and options on Futures
will be incidental to the Fund's activities in the underlying cash market.
Additional Information about the Hedging Instruments the Fund may use is
provided below. At present, the Fund does not intend to enter into
Futures, Forward Contracts and options on Futures if, after any such
purchase, the sum of margin deposits on Futures and premiums paid on
Futures options exceeds 5% of the value of the Fund's total assets. In
the future, the Fund may employ Hedging Instruments and strategies that
are not presently contemplated but which may be developed, to the extent
such investment methods are consistent with the Fund's investment
objective, legally permissible and adequately disclosed.

-- Writing Call Options. The Fund may write (i.e. sell) call
options ("calls") on debt securities that are traded on U.S. and foreign
securities exchanges and over-the-counter markets, to enhance income
through the receipt of premiums from expired calls and any net profits
from closing purchase transactions. After any such sale up to 100% of the
Fund's total assets may be subject to calls. All such calls written by
the Fund must be "covered" while the call is outstanding (i.e. the Fund
must own the securities subject to the call or other securities acceptable
for applicable escrow requirements). Calls on Futures (discussed below)
must be covered by deliverable securities or by liquid assets segregated
to satisfy the Futures contract. When the Fund writes a call on a
security it receives a premium and agrees to sell the callable investment
to a purchaser of a corresponding call on the same security during the
call period (usually not more than 9 months) at a fixed exercise price
(which may differ from the market price of the underlying security),
regardless of market price changes during the call period. The Fund has
retained the risk of loss should the price of the underlying security
decline during the call period, which may be offset to some extent by the
premium.

To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction." A
profit or loss will be realized, depending upon whether the net of the
amount of the option transaction costs and the premium received on the
call written was more or less than the price of the call subsequently
purchased. A profit may also be realized if the call lapses unexercised,
because the Fund retains the underlying investment and the premium
received. Any such profits are considered short-term capital gains for
Federal income tax purposes, and when distributed by the Fund are taxable
as ordinary income. If the Fund could not effect a closing purchase
transaction due to lack of a market, it would have to hold the callable
investments until the call lapsed or was exercised.

The Fund may also write calls on Futures without owning a futures
contract or a deliverable bond, provided that at the time the call is
written, the Fund covers the call by segregating in escrow an equivalent
dollar amount of liquid assets. The Fund will segregate additional liquid
assets if the value of the escrowed assets drops below 100% of the current
value of the Future. In no circumstances would an exercise notice require
the Fund to deliver a futures contract; it would simply put the Fund in
a short futures position, which is permitted by the Fund's hedging
policies.

-- Writing Put Options. The Fund may write put options on debt
securities or Futures but only if such puts are covered by segregated
liquid assets. The Fund will not write puts if, as a result, more than
50% of the Fund's net assets would be required to be segregated to cover
such put obligations. In writing puts, there is the risk that the Fund
may be required to buy the underlying security at a disadvantageous price.
A put option on securities gives the purchaser the right to sell, and the
writer the obligation to buy, the underlying investment at the exercise
price during the option period. Writing a put covered by segregated
liquid assets equal to the exercise price of the put has the same economic
effect to the Fund as writing a covered call. The premium the Fund
receives from writing a put option represents a profit, as long as the
price of the underlying investment remains above the exercise price.
However, the Fund has also assumed the obligation during the option period
to buy the underlying investment from the buyer of the put at the exercise
price, even though the value of the investment may fall below the exercise
price. If the put lapses unexercised, the Fund (as the writer of the put)
realizes a gain in the amount of the premium. If the put is exercised,
the Fund must fulfill its obligation to purchase the underlying investment
at the exercise price, which will usually exceed the market value of the
investment at that time. In that case, the Fund may incur a loss, equal
to the sum of the current market value of the underlying investment and
the premium received minus the sum of the exercise price and any
transaction costs incurred.

When writing put options on securities, to secure its obligation to
pay for the underlying security, the Fund will deposit in escrow liquid
assets with a value equal to or greater than the exercise price of the put
option. The Fund therefore forgoes the opportunity of investing the
segregated assets or writing calls against those assets. As long as the
obligation of the Fund as the put writer continues, it may be assigned an
exercise notice by the broker-dealer through whom such option was sold,
requiring the Fund to take delivery of the underlying security against
payment of the exercise price. The Fund has no control over when it may
be required to purchase the underlying security, since it may be assigned
an exercise notice at any time prior to the termination of its obligation
as the writer of the put. This obligation terminates upon expiration of
the put, or such earlier time at which the Fund effects a closing purchase
transaction by purchasing a put of the same series as that previously
sold. Once the Fund has been assigned an exercise notice, it is
thereafter not allowed to effect a closing purchase transaction.

The Fund may effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent an
underlying security from being put. Furthermore, effecting such a closing
purchase transaction will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by the deposited
assets, or to utilize the proceeds from the sale of such assets for other
investments by the Fund. The Fund will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the option. As above for
writing covered calls, any and all such profits described herein from
writing puts are considered short-term gains for Federal tax purposes, and
when distributed by the Fund, are taxable as ordinary income.

The Trustees have adopted a non-fundamental policy that the Fund may
write covered call options or write covered put options with respect to
not more than 5% of the value of its net assets. Similarly, the Fund may
only purchase call options and put options with a value of up to 5% of its
net assets.

-- Purchasing Puts and Calls. The Fund may purchase calls in order
to protect against the possibility that the Fund's portfolio will not
fully participate in an anticipated rise in value of the long-term debt
securities market. When the Fund purchases a call, it pays a premium
(other than in a closing purchase transaction) and, except as to calls on
bond indices, has the right to buy the underlying investment from a seller
of a corresponding call on the same investment during the call period at
a fixed exercise price. In purchasing a call, the Fund benefits only if
the call is sold at a profit or if, during the call period, the market
price of the underlying investment is above the sum of the call price,
transaction costs, and the premium paid, and the call is exercised. If
the call is not exercised or sold (whether or not at a profit), it will
become worthless at its expiration date and the Fund will lose its premium
payment and the right to purchase the underlying investment.

When the Fund purchases a put, it pays a premium and has the right
to sell the underlying investment to a seller of a corresponding put on
the same investment during the put period at a fixed exercise price.
Buying a put on an investment the Fund owns (a "protective put") enables
the Fund to attempt to protect itself during the put period against a
decline in the value of the underlying investment below the exercise price
by selling the underlying investment at the exercise price to a seller of
a corresponding put. If the market price of the underlying investment is
equal to or above the exercise price and as a result the put is not
exercised or resold, the put will become worthless at its expiration and
the Fund will lose the premium payment and the right to sell the
underlying investment. However, the put may be sold prior to expiration
(whether or not at a profit).

Purchasing either a put on Interest Rate Futures or on debt
securities it does not own permits the Fund either to resell the put or
to buy the underlying investment and sell it at the exercise price. The
resale price of the put will vary inversely with the price of the
underlying investment. If the market price of the underlying investment
is above the exercise price, and as a result the put is not exercised, the
put will become worthless on the expiration date. In the event of a
decline in price of the underlying investment, the Fund could exercise or
sell the put at a profit to attempt to offset some or all of its loss on
its portfolio securities. When the Fund purchases a put on an Interest
rate Future or debt security not held by it, the put protects the Fund to
the extent that the prices of the underlying Future or debt securities
move in a similar pattern of the debt securities in the Fund's portfolio.

The Fund's option activities may affect its portfolio turnover rate
and brokerage commissions. The exercise of calls written by the Fund may
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate. The exercise by the Fund of puts on securities will cause
the sale of underlying investments, increasing portfolio turnover.
Although the decision whether to exercise a put it holds is within the
Fund's control, holding a put might cause the Fund to sell the related
investments for reasons that would not exist in the absence of the put.
The Fund will pay a brokerage commission each time it buys or sells a
call, put or an underlying investment in connection with the exercise of
a put or call. Those commissions may be higher than the commissions for
direct purchases or sales of the underlying investments.

Premiums paid for options are small in relation to the market value
of the underlying investments and, consequently, put and call options
offer large amounts of leverage. The leverage offered by trading in
options could result in the Fund's net asset value being more sensitive
to changes in the value of the underlying investments.

-- Options on Foreign Currencies. The Fund intends to write and
purchase calls on foreign currencies. The Fund may purchase and write
puts and calls on foreign currencies that are traded on a securities or
commodities exchange or quoted by major recognized dealers in such
options, for the purpose of protecting against declines in the dollar
value of foreign securities and against increases in the dollar cost of
foreign securities to be acquired. If a rise is anticipated in the dollar
value of a foreign currency in which securities to be acquired are
denominated, the increased cost of such securities may be partially offset
by purchasing calls or writing puts on that foreign currency. If a
decline in the dollar value of a foreign currency is anticipated, the
decline in value of portfolio securities denominated in that currency may
be partially offset by writing calls or purchasing puts on that foreign
currency. However, in the event of currency rate fluctuations adverse to
the Fund's position, it would lose the premium it paid and transactions
costs.

A call written on a foreign currency by the Fund is covered if the
Fund owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held
in a segregated account by its custodian) upon conversion or exchange of
other foreign currency held in its portfolio. A call may be written by
the Fund on a foreign currency to provide a hedge against a decline due
to an expected adverse change in the exchange rate in the U.S. dollar
value of a security which the Fund owns or has the right to acquire and
which is denominated in the currency underlying the option. This is a
cross-hedging strategy. In such circumstances, the Fund collateralizes
the option by maintaining in a segregated account with the Fund's
custodian, cash or U.S. Government Securities in an amount not less than
the value of the underlying foreign currency in U.S. dollars marked-to-
market daily.

-- Futures. The Fund may buy and sell Futures. No price is paid
or received upon the purchase or sale of an Interest Rate Future or a
foreign currency exchange contract ("Forward Contract"), discussed below.
An Interest Rate Future obligates the seller to deliver and the purchaser
to take a specific type of debt security at a specific future date for a
fixed price. That obligation may be satisfied by actual delivery of the
debt security or by entering into an offsetting contract. A securities
index assigns relative values to the securities included in that index and
is used as a basis for trading long-term Financial Futures contracts.
Financial Futures reflect the price movements of securities included in
the index. They differ from Interest Rate Futures in that settlement is
made in cash rather than by delivery of the underlying investment.

Upon entering into a Futures transaction, the Fund will be required
to deposit an initial margin payment in cash or U.S. Treasury bills with
the futures commission merchant (the "futures broker"). The initial
margin will be deposited with the Fund's Custodian in an account
registered in the futures broker's name; however the futures broker can
gain access to that account only under specified conditions. As the
Future is marked to market to reflect changes in its market value,
subsequent margin payments, called variation margin, will be made to or
by the futures broker on a daily basis.

At any time prior to the expiration of the Future, if the Fund elects
to close out its position by taking an opposite position, a final
determination of variation margin is made, additional cash is required to
be paid by or released to the Fund, and any loss or gain is realized for
tax purposes. Although Interest Rate Futures by their terms call for
settlement by delivery or acquisition of debt securities, in most cases
the obligation is fulfilled by entering into an offsetting position. All
futures transactions are effected through a clearinghouse associated with
the exchange on which the contracts are traded.

-- Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price. A Forward Contract involves
bilateral obligations of one party to purchase, and another party to sell,
a specific currency at a future date (which may be any fixed number of
days from the date of the contract agreed upon by the parties), at a price
set at the time the contract is entered into. These contracts are traded
in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. The Fund may enter
into a Forward Contract in order to "lock in" the U.S. dollar price of a
security denominated in a foreign currency which it has purchased or sold
but which has not yet settled, or to protect against a possible loss
resulting from an adverse change in the relationship between the U.S.
dollar and a foreign currency. There is a risk that 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.
Forward contracts include standardized foreign currency futures contracts
which are traded on exchanges and are subject to procedures and
regulations applicable to other Futures. The Fund may also enter into a
forward contract to sell a foreign currency denominated in a currency
other than that in which the underlying security is denominated. This is
done in the expectation that there is a greater correlation between the
foreign currency of the forward contract and the foreign currency of the
underlying investment than between the U.S. dollar and the foreign
currency of the underlying investment. This technique is referred to as
"cross hedging." The success of cross hedging is dependent on many
factors, including the ability of the Manager to correctly identify and
monitor the correlation between foreign currencies and the U.S. dollar.
To the extent that the correlation is not identical, the Fund may
experience losses or gains on both the underlying security and the cross
currency hedge.

The Fund may use Forward Contracts to protect against uncertainty in
the level of future exchange rates. The use of Forward Contracts does not
eliminate fluctuations in the prices of the underlying securities the Fund
owns or intends to acquire, but it does fix a rate of exchange in advance.
In addition, although Forward Contracts limit the risk of loss due to a
decline in the value of the hedged currencies, at the same time they limit
any potential gain that might result should the value of the currencies
increase.

There is no limitation as to the percentage of the Fund's assets that
may be committed to foreign currency exchange contracts. The Fund does
not enter into such forward contracts or maintain a net exposure in such
contracts to the extent that the Fund would be obligated to deliver an
amount of foreign currency in excess of the value of the Fund's assets
denominated in that currency, or enter into a "cross hedge," unless it is
denominated in a currency or currencies that the Manager believes will
have price movements that tend to correlate closely with the currency in
which the investment being hedged is denominated. See "Tax Aspects of
Covered Calls and Hedging Instruments" below for a discussion of the tax
treatment of foreign currency exchange contracts.

The Fund may enter into Forward Contracts with respect to specific
transactions. For example, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when
the Fund anticipates receipt of dividend payments in a foreign currency,
the Fund may desire to "lock-in" the U.S. dollar price of the security or
the U.S. dollar equivalent of such payment by entering into a Forward
Contract, for a fixed amount of U.S. dollars per unit of foreign currency,
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction ("transaction hedge"). The Fund will thereby be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the currency exchange rates during the
period between the date on which the security is purchased or sold, or on
which the payment is declared, and the date on which such payments are
made or received.

The Fund may also use Forward Contracts to lock in the U.S. dollar
value of portfolio positions ("position hedge"). In a position hedge, for
example, when the Fund believes that foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a forward
sale contract to sell an amount of that foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in
such foreign currency, or when the Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a fixed
dollar amount. In this situation the Fund may, in the alternative, enter
into a forward contract to sell a different foreign currency for a fixed
U.S. dollar amount where the Fund believes that the U.S. dollar value of
the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of the Fund are denominated ("cross hedge").

The Fund's Custodian will place cash or U.S. Government securities
or other liquid high-quality debt securities in a separate account of the
Fund with the Custodian having a value equal to the aggregate amount of
the Fund's commitments under forward contracts entered into with respect
to position hedges and cross hedges. If the value of the securities
placed in the separate account declines, additional cash or securities
will be placed in the account on a daily basis so that the value of the
account will equal the amount of the Fund's obligations with respect to
such contracts. As an alternative to maintaining all or part of the
separate account, the Fund may purchase a call option permitting the Fund
to purchase the amount of foreign currency being hedged by a forward sale
contract at a price no higher than the forward contract price, or the Fund
may purchase a put option permitting the Fund to sell the amount of
foreign currency subject to a forward purchase contract at a price as high
or higher than the forward contract price. Unanticipated changes in
currency prices may result in poorer overall performance for the Fund than
if it had not entered into such contracts.

The precise matching of the Forward Contract amounts and the value
of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of these securities between
the date the Forward Contract is entered into and the date it is sold.
Accordingly, it may be necessary for the Fund to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of
such purchase), if the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some
of the foreign currency received upon the sale of the portfolio security
if its market value exceeds the amount of foreign currency the Fund is
obligated to deliver. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain. Forward Contracts involve the
risk that anticipated currency movements will not be accurately predicted,
causing the Fund to sustain losses on these contracts and transactions
costs.

At or before the maturity of a Forward Contract requiring the Fund
to sell a currency, the Fund may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on
the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, the Fund may close out a Forward
Contract requiring it to purchase a specified currency by entering into
a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract. The Fund would
realize a gain or loss as a result of entering into such an offsetting
Forward Contract under either circumstance to the extent the exchange rate
or rates between the currencies involved moved between the execution dates
of the first contract and offsetting contract.

The cost to the Fund of engaging in Forward Contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because Forward Contracts are
usually entered into on a principal basis, no fees or commissions are
involved. Because such contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of each particular
counterparty under a Forward Contract.

Although the Fund values its assets daily in terms of U.S. dollars,
it does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. The Fund may convert foreign currency from time
to time, and investors should be aware of the costs of currency
conversion. Foreign exchange dealers do not charge a fee for conversion,
but they do seek to realize a profit based on the difference between the
prices at which they buy and sell various currencies. Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while offering
a lesser rate of exchange should the Fund desire to resell that currency
to the dealer.

-- Interest Rate Swap Transactions. Swap agreements entail both
interest rate risk and credit risk. There is a risk that, based on
movements of interest rates in the future, the payments made by the Fund
under a swap agreement will have been greater than those received by it.
Credit risk arises from the possibility that the counterparty will
default. If the counterparty to an interest rate swap defaults, the
Fund's loss will consist of the net amount of contractual interest
payments that the Fund has not yet received. The Manager will monitor the
creditworthiness of counterparties to the Fund's interest rate swap
transactions on an ongoing basis. The Fund will enter into swap
transactions with appropriate counterparties pursuant to master netting
agreements.

A master netting agreement provides that all swaps done between the
Fund and that counterparty under that master agreement shall be regarded
as parts of an integral agreement. If on any date amounts are payable in
the same currency in respect of one or more swap transactions, the net
amount payable on that date in that currency shall be paid. In addition,
the master netting agreement may provide that if one party defaults
generally or on one swap, the counterparty may terminate the swaps with
that party. Under such agreements, if there is a default resulting in a
loss to one party, the measure of that party's damages is calculated by
reference to the average cost of a replacement swap with respect to each
swap (i.e., the mark-to-market value at the time of the termination of
each swap). The gains and losses on all swaps are then netted, and the
result is the counterparty's gain or loss on termination. The termination
of all swaps and the netting of gains and losses on termination is
generally referred to as "aggregation".

-- Additional Information About Hedging Instruments and Their Use.
The Fund's Custodian, or a securities depository acting for the Custodian,
will act as the Fund's escrow agent, through the facilities of the Options
Clearing Corporation ("OCC"), as to the investments on which the Fund has
written options traded on exchanges or as to other acceptable escrow
securities, so that no margin will be required for such transactions. OCC
will release the securities on the expiration of the option or upon the
Fund's entering into a closing transaction. An option position may be
closed out only on a market which provides secondary trading for options
of the same series, and there is no assurance that a liquid secondary
market will exist for any particular option.

The Fund's option activities may affect its turnover rate and
brokerage commissions. The exercise by the Fund of puts on securities
will cause the sale of related investments, increasing portfolio turnover.
Although such exercise is within the Fund's control, holding a put might
cause the Fund to sell the related investments for reasons which would not
exist in the absence of the put. The Fund will pay a brokerage commission
each time it buys a put or call, sells a call, or buys or sells an
underlying investment in connection with the exercise of a put or call.
Such commissions may be higher than those which would apply to direct
purchases or sales of such underlying investments. Premiums paid for
options are small in relation to the market value of the related
investments, and consequently, put and call options offer large amounts
of leverage. The leverage offered by trading in options could result in
the Fund's net asset value being more sensitive to changes in the value
of the underlying investments.

When the Fund writes an over-the-counter ("OTC") option, it will
enter into an arrangement with a primary U.S. Government securities
dealer, which would establish a formula price at which the Fund would have
the absolute right to repurchase that OTC option. That formula price
would generally be based on a multiple of the premium received for the
option, plus the amount by which the option is exercisable below the
market price of the underlying security (that is, the extent to which the
option is "in-the-money"). When the Fund writes an OTC option, it will
treat as illiquid (for purposes of the limit on its assets that may be
invested in illiquid securities, stated in the Prospectus) the mark-to-
market value of any OTC option held by it. The Securities and Exchange
Commission ("SEC") is evaluating whether OTC options should be considered
liquid securities, and the procedure described above could be affected by
the outcome of that evaluation.

-- Regulatory Aspects of Hedging Instruments. The Fund is required
to operate within certain guidelines and restrictions with respect to its
use of Futures and options on Futures established by the Commodity Futures
Trading Commission ("CFTC"). In particular the Fund is exempted from
registration with the CFTC as a "commodity pool operator" if the Fund
complies with the requirements of Rule 4.5 adopted by the CFTC. The Rule
does not limit the percentage of the Fund's assets that may be used for
Futures margin and related options premiums for a bona fide hedging
position. However, under the Rule the Fund must limit its aggregate
initial futures margin and related option premiums to no more than 5% of
the Fund's net assets for hedging strategies that are not considered bona
fide hedging strategies under the Rule. Under the Rule, the Fund also
must use short Futures and Futures options positions solely for "bona fide
hedging purposes" within the meaning and intent of the applicable
provisions of the Commodity Exchange Act.

Transactions in options by the Fund are subject to limitations
established by each of the exchanges governing the maximum number of
options which may be written or held by a single investor or group of
investors acting in concert, regardless of whether the options were
written or purchased on the same or different exchanges or are held in one
or more accounts or through one or more exchanges or brokers. Thus, the
number of options which the Fund may write or hold may be affected by
options written or held by other entities, including other investment
companies having the same or an affiliated investment adviser. Position
limits also apply to Futures. An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain
other sanctions. Due to requirements under the Investment Company Act,
when the Fund purchases a Future, the Fund will maintain, in a segregated
account or accounts with its custodian bank, cash or readily-marketable,
short-term (maturing in one year or less) debt instruments in an amount
equal to the market value of the securities underlying such Future, less
the margin deposit applicable to it.

-- Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code (although it reserves the right not to qualify). That
qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them. This
avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive
from the Fund (unless the Fund's shares are held in a retirement account
or the shareholder is otherwise exempt from tax). One of the tests for
the Fund's qualification as a regulated investment company is that less
than 30% of its gross income must be derived from gains realized on the
sale of securities held for less than three months. To comply with this
30% cap, the Fund will limit the extent to which it engages in the
following activities, but will not be precluded from them: (i) selling
investments, including Bond Index Futures, held for less than three
months, whether or not they were purchased on the exercise of a call held
by the Fund; (ii) purchasing options which expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
written or purchased less than three months previously; (iv) exercising
puts or calls held by the Fund for less than three months; or (v) writing
calls on investments held less than three months.

Certain foreign currency exchange contracts ("Forward Contracts") in
which the Fund may invest are treated as "section 1256 contracts." Gains
or losses relating to section 1256 contracts generally are characterized
under the Internal Revenue Code as 60% long-term and 40% short-term
capital gains or losses. However, foreign currency gains or losses
arising from certain section 1256 contracts (including Forward Contracts)
generally are treated as ordinary income or loss. In addition, section
1256 contracts held by the Fund at the end of each taxable year are
"marked-to market" with the result that unrealized gains or losses are
treated as though they were realized. These contracts also may be marked-
to-market for purposes of the excise tax applicable to investment company
distributions and for other purposes under rules prescribed pursuant to
the Internal Revenue Code. An election can be made by the Fund to exempt
these transactions from this mark-to-market treatment.

Certain Forward Contracts entered into by the Fund may result in
"straddles" for Federal income tax purposes. The straddle rules may
affect the character of gains (or losses) realized by the Fund on straddle
positions. Generally, a loss sustained on the disposition of a position
making up a straddle is allowed only to the extent such loss exceeds any
unrecognized gain in the offsetting positions making up the straddle.
Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or
the offsetting position is disposed of.

Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates that occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss. Similarly, on disposition
of debt securities denominated in a foreign currency and on disposition
of foreign currency forward contracts, gains or losses attributable to
fluctuations in the value of a foreign currency between the date of
acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss. Currency gains and losses are
offset against market gains and losses before determining a net "Section
988" gain or loss under the Internal Revenue Code, which may increase or
decrease the amount of the Fund's investment company income available for
distribution to its shareholders.

-- Possible Risk Factors in Hedging. In addition to the risks with
respect to options discussed in the Prospectus and above, there is a risk
in using short hedging by selling Futures to attempt to protect against
decline in value of the Fund's portfolio securities (due to an increase
in interest rates) that the prices of such Futures will correlate
imperfectly with the behavior of the cash (i.e., market value) prices of
the Fund's securities. The ordinary spreads between prices in the cash
and futures markets are subject to distortions due to differences in the
natures of those markets. First, all participants in the futures markets
are subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close out
futures contracts through offsetting transactions which could distort the
normal relationship between the cash and futures markets. Second, the
liquidity of the futures markets depend on participants entering into
offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the
futures markets could be reduced, thus producing distortion. Third, from
the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
markets may cause temporary price distortions.

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

-- Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered. The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund, if
such registration is required before such securities may be sold publicly.
When registration must be arranged because the Fund wishes to sell the
security, a considerable period may elapse between the time the decision
is made to sell the securities and the time the Fund would be permitted
to sell them. The Fund would bear the risks of any downward price
fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities.

The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, provided that those securities have
been determined to be liquid by the Board of Trustees of the Fund or by
the Manager under Board-approved guidelines. Those guidelines take into
account the trading activity for such securities and the availability of
reliable pricing information, among other factors. If there is a lack of
trading interest in a particular Rule 144A security, the Fund's holding
of that security may be deemed to be illiquid.

-- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S. Government (or its agencies or instrumentalities).
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The
Fund may also pay reasonable finder's, custodian and administrative fees.
In connection with securities lending, the Fund might experience risks of
delay in receiving additional collateral, or risks of delay in recovery
of securities, or loss of rights in the collateral should the borrower
fail financially. The terms of the Fund's loans must meet applicable
tests under the Internal Revenue Code and must permit the Fund to
reacquire loaned securities on five days' notice or in time to vote on any
important matter.

-- 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. Although the Fund will
enter into such transactions for the purpose of acquiring securities for
its portfolio or for delivery pursuant to options contracts it has entered
into, the Fund may dispose of a commitment prior to settlement. "When-
issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery. When such transactions are negotiated,
the price (which is generally expressed in yield terms) is fixed at the
time the commitment is made, but delivery and payment for the securities
take place at a later date. The Fund does not intend to make such
purchases for speculative purposes. The commitment to purchase a security
for which payment will be made on a future date may be deemed a separate
security and involve a risk of loss if the value of the security declines
prior to the settlement date. During the period between commitment by the
Fund and settlement (generally within two months but not to exceed 120
days), no payment is made for the securities purchased by the purchaser,
and no interest accrues to the purchaser from the transaction. Such
securities are subject to market fluctuation; the value at delivery may
be less than the purchase price. The Fund will maintain a segregated
account with its Custodian, consisting of cash, U.S. Government securities
or other high grade debt obligations at least equal to the value of
purchase commitments until payment is made.

The Fund will engage in when-issued transactions in order to secure
what is considered to be an advantageous price and yield at the time of
entering into the obligation. When the Fund engages in when-issued or
delayed delivery transactions, it relies on the buyer or seller, as the
case may be, to consummate the transaction. Failure of the buyer or
seller to do so may result in the Fund losing the opportunity to obtain
a price and yield considered to be advantageous. At the time the Fund
makes a commitment to purchase or sell a security on a when-issued or
forward commitment basis, it records the transaction and reflects the
value of the security purchased, or if a sale, the proceeds to be
received, in determining its net asset value. If the Fund chooses to (i)
dispose of the right to acquire a when-issued security prior to its
acquisition or (ii) dispose of its right to deliver or receive against a
forward commitment, it may incur a gain or loss.

To the extent the Fund engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling
securities consistent with its investment objective and policies and not
for the purposes of investment leverage. The Fund enters into such
transactions only with the intention of actually receiving or delivering
the securities, although (as noted above), when-issued securities and
forward commitments may be sold prior to settlement date. In addition,
changes in interest rates before settlement in a direction other than that
expected by the Manager will affect the value of such securities and may
cause a loss to the Fund.

When-issued transactions and forward commitments allow the Fund a
technique to use against anticipated changes in interest rates and prices.
For instance, in periods of rising interest rates and falling prices, the
Fund might sell securities in its portfolio on a forward commitment basis
to attempt to limit its exposure to anticipated falling prices. In
periods of falling interest rates and rising prices, the Fund might sell
portfolio securities and purchase the same or similar securities on a
when-issued or forward commitment basis, thereby obtaining the benefit of
currently higher cash yields.

Other Investment Restrictions

The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the
Fund must follow that are also fundamental policies. Fundamental policies
and the Fund's investment objective, cannot be changed without the vote
of a "majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a "majority" vote is defined as the vote of
the holders of the lesser of (i) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (ii) more than 50% of the
outstanding shares.

Under these additional restrictions, the Trust may not, on behalf of
the Fund:

(1) act as an underwriter, except to the extent that, in connection
with the disposition of portfolio securities, the Fund may be deemed
an underwriter under applicable laws;

(2) invest in oil, gas or other mineral leases, rights, royalty
contracts or exploration or development programs, real estate or real
estate mortgage loans (this restriction does not prevent the Fund
from purchasing securities secured or issued by companies investing
or dealing in real estate and by companies that are not principally
engaged in the business of buying and selling such leases, rights,
contracts or programs);

(3) make loans other than by investing in obligations in which the
Fund may invest consistent with its investment objective and policies
and other than repurchase agreements and loans of portfolio
securities;

(4) pledge, mortgage or hypothecate its assets, except that, to
secure permitted borrowings, it may pledge securities having a market
value at the time of the pledge not exceeding 15% of the cost of the
Fund's total assets and except in connection with permitted
transactions in options, futures contracts and options on futures
contracts, and except for reverse repurchase agreements and
securities lending;

(5) purchase or retain securities of any issuer if, to the knowledge
of the Trust, more than 5% of such issuer's securities are
beneficially owned by officers and trustees of the Trust or officers
and directors of Massachusetts Mutual Life Insurance Company
("MassMutual") who individually beneficially own more than 1/2 of 1%
of the securities of such issuer; and

(6) make loans to an officer, trustee or employee of the Trust or to
any officer, director or employee of MassMutual, or to MassMutual.

In addition to the investment restrictions described above and those
contained in the Prospectus, the Trustees of the Trust have voluntarily
adopted certain policies and restrictions which are observed in the
conduct of the affairs of the Fund. These represent intentions of the
Trustees based upon current circumstances. They differ from fundamental
investment policies in that the following additional investment
restrictions may be changed or amended by action of the Trustees without
requiring prior notice to or approval of shareholders. In accordance with
such nonfundamental policies and guidelines, the Fund may not: (1) invest
for the purpose of exercising control over, or management of, any company;
(2) 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 the
Fund's assets to be invested in such companies; and (3) 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 part of a plan of merger, consolidation, reorganization
or acquisition.

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

How the Fund is Managed

Organization and History. The Fund is one of two series of Oppenheimer
Integrity Funds (the "Trust"). This Statement of Additional Information
may be used with the Fund's Prospectus only to offer shares of the Fund.
The Trust was established in 1982 as MassMutual Liquid Assets Trust and
changed its name to MassMutual Integrity Funds on April 15, 1988. The
Fund was reorganized from a closed-end investment company known as
MassMutual Income Investors, Inc. into a series of the Trust on April 15,
1988. On March 29, 1991, the Trust changed its name from MassMutual
Integrity Funds to Oppenheimer Integrity Funds and the Fund changed its
name from MassMutual Investment Grade Bond Fund to Oppenheimer Investment
Grade Bond Fund. Shares of the Fund represent an interest in the Fund
proportionately equal to the interest of each other share of the same
class and entitle the holder to one vote per share (and a fractional vote
for a fractional share) on matters submitted to their vote at
shareholders' meetings. Shareholders of the Fund and of the Trust's other
series vote together in the aggregate on certain matters at shareholders'
meetings, such as the election of Trustees and ratification of appointment
of auditors for the Trust. 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 is not affected by that matter are
not entitled to vote on the proposal. For example, only shareholders of
a series, such as the Fund, vote exclusively on any material amendment to
the investment advisory agreement with respect to the series. Only
shareholders of a class of a series vote on certain amendments to the
Distribution and/or Service Plans if the amendments affect that class.

The Trustees are authorized to create new series and classes of
series. The Trustees may reclassify unissued shares of the Trust or its
series or classes into additional series or classes of shares. The
Trustees may also divide or combine the shares of a class into a greater
or lesser number of shares without thereby changing the proportionate
beneficial interest of a shareholder in the Fund. Shares do not have
cumulative voting rights or preemptive or subscription rights. Shares may
be voted in person or by proxy.

As a Massachusetts business trust, the Trust is not required to hold,
and does not plan to hold, regular annual meetings of shareholders. The
Trust will hold meetings when required to do so by the Investment Company
Act or other applicable law, or when a shareholder meeting is called by
the Trustees or upon proper request of the shareholders. Shareholders
have the right, upon the declaration in writing or vote of two-thirds of
the outstanding shares of the Trust, to remove a Trustee. The Trustees
will call a meeting of shareholders to vote on the removal of a Trustee
upon the written request of the record holders of at least 10% of its
outstanding shares. In addition, if the Trustees receive a request from
at least 10 shareholders (who have been shareholders for at least six
months) holding shares of the Trust valued at $25,000 or more or holding
at least 1% of the Trust's outstanding shares, whichever is less, stating
that they wish to communicate with other shareholders to request a meeting
to remove a Trustee, the Trustees will then either make the Trust's
shareholder list available to the applicants or mail their communication
to all other shareholders at the applicant's expense, or the Trustees may
take such other action as set forth under Section 16(c) of the Investment
Company Act.

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

Trustees And Officers of the Fund. The Trust's Trustees and officers
and their principal occupations and business affiliations during the past
five years are listed below. Each Trustee is also a trustee, director or
managing general partner of Oppenheimer Total Return Fund, Inc.,
Oppenheimer Equity Income Fund, Oppenheimer High Yield Fund, Oppenheimer
Cash Reserves, Oppenheimer Tax-Exempt Bond Fund, Oppenheimer Limited-Term
Government Fund, The New York Tax-Exempt Income Fund, Inc., Oppenheimer
Champion High Yield Fund, Oppenheimer Main Street Funds, Inc., Oppenheimer
Strategic Funds Trust, Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Investment Grade Bond Fund, Oppenheimer Strategic
Short-Term Income Fund, Oppenheimer Variable Account Funds, Daily Cash
Accumulation Fund, Inc., Centennial America Fund, L.P., Centennial Money
Market Trust, Centennial Government Trust, Centennial New York Tax Exempt
Trust, Centennial Tax Exempt Trust and Centennial California Tax Exempt
Trust, (collectively, the "Denver-based OppenheimerFunds"). Mr. Fossel
is President and Mr. Swain is Chairman of each of the Denver-based
OppenheimerFunds. As of July 10, 1995, the Trustees and officers of the
Fund as a group owned of record or beneficially less the 1% of each class
of the Funds outstanding shares. The foregoing does not include shares
held of record by an employee benefit plan for employees of the Manager
(for which one of the officers, Mr. Donohue, is a trustee) other than the
shares beneficially owned under that plan by the officers of the Fund
listed below.

Robert G. Avis, Trustee; Age: 63
One North Jefferson Ave., St. Louis, Missouri 63103
Vice Chairman of A.G. Edwards & Sons, Inc. (a broker-dealer) and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset
Management and A.G. Edwards Trust Company (its affiliated investment
adviser and trust company, respectively).

William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

Charles Conrad, Jr., Trustee; Age: 64
19411 Merion Circle, Huntington Beach, California 92648
Vice President of McDonnell Douglas Space Systems, Co.; formerly
associated with the National Aeronautics and Space Administration.

Jon S. Fossel, President and Trustee*; Age: 53
Two World Trade Center, New York, New York 10048-0203
Chairman, Chief Executive Officer and a director of the Manager; President
and a director of Oppenheimer Acquisition Corp. ("OAC"), the Manager's
parent holding company; President and a director of HarbourView Asset
Management Corporation ("HarbourView"), a subsidiary of the Manager; a
director of Shareholder Services, Inc. ("SSI") and Shareholder Financial
Services, Inc. ("SFSI"), transfer agent subsidiaries of the Manager;
formerly President of the Manager.

Raymond J. Kalinowski, Trustee; Age: 65
44 Portland Drive, St. Louis, Missouri 63131
Director of Wave Technologies International, Inc.: formerly Vice Chairman
and a director of A.G. Edwards, Inc., parent holding company of A.G.
Edwards & Sons, Inc. (a broker-dealer), of which he was a Senior Vice
President.

C. Howard Kast, Trustee; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly the Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).

Robert M. Kirchner, Trustee; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Ned M. Steel, Trustee; Age: 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a director of
Van Gilder Insurance Corp. (insurance brokers).

James C. Swain, Chairman and Trustee*; Age: 61
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of the Manager; President and director of Centennial Asset
Management Corporation, an investment adviser subsidiary of the Manager
("Centennial"); formerly Chairman of the Board of SSI.

Andrew J. Donohue, Vice President; Age: 44
Two World Trade Center, New York, New York 10048-0203
Executive Vice President and General Counsel of the Manager and
Oppenheimer Funds Distributor, Inc. (the "Distributor"); an officer of
other OppenheimerFunds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor; formerly a Partner in,
Kraft & McManimon (a law firm) prior to which he was an officer of First
Investors Corporation (a broker-dealer) and First Investors Management
Company, Inc. (broker-dealer and investment adviser); and a director and
an officer of First Investors Family of Funds and First Investors Life
Insurance Company.

George C. Bowen, Vice President, Secretary and Treasurer; Age: 58
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
OppenheimerFunds; formerly Senior Vice President/Comptroller and Secretary
of OAMC.

David P. Negri, Vice President and Portfolio Manager; Age: 40
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager; an officer of other OppenheimerFunds.

David Rosenberg, Vice President and Portfolio Manager; Age 36
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager; an officer of other OppenheimerFunds;
formerly an officer and portfolio manager for Delaware Investment Advisors
and for one of its mutual funds.

Robert G. Zack, Assistant Secretary; Age: 46
Two World Trade Center, New York, New York 10048-0203
Senior Vice President and Associate General Counsel of the Manager,
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.

Robert J. Bishop, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; formerly a Fund Controller of the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.

Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other
OppenheimerFunds; previously a Fund Controller for the Manager, prior to
which he was an International Mutual Fund Supervisor for Brown Brothers
Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.

[FN]
- ----------------------
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.

-- Remuneration of Trustees. The officers of the Fund are
affiliated with the Manager. They and the Trustees of the Fund who are
affiliated with the Manager (Messrs. Fossel and Swain, who are both
officers and Trustees) receive no salary or fee from the Fund. The
Trustees of the Fund (excluding Messrs. Fossel and Swain) received the
total amounts shown below from the Fund, during its fiscal year ended
December 31, 1994, and from all 22 of the Denver-based OppenheimerFunds
(including the Fund) listed in the first paragraph of this section, for
services in the positions shown:

<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
Compensation Denver-based
Name and Position from Fund OppenheimerFunds1
<S> <C> <C>
Robert G. Avis $600.00 $53,000.00
Trustee

William A. Baker $829.00 $73,257.01
Audit and Review
Committee Chairman
and Trustee

Charles Conrad, Jr. $774.00 $68,293.67
Audit and Review
Committee Member
and Trustee

Raymond J. Kalinowski $600.00 $53,000.00
Trustee

C. Howard Kast $600.00 $53,000.00
Trustee
Robert M. Kirchner $774.00 $68,293.67
Audit and Review
Committee Member
and Trustee

Ned M. Steel $600.00 $53,000.00
Trustee
_____________
1For the 1994 calendar year.
</TABLE>

-- Major Shareholders. As of July 10, 1995, the only entity that
owned of record or was known by the Fund to own beneficially 5% or more
of any class of the Fund's outstanding shares was MML Reinsurance
(Bermuda) Ltd., c/o Investment Services 1295 State Street, Springfield,
MA 01111-0001, which owned 789,794.139 Class A shares (approximately 7.20%
of the Fund's Class A shares and 6.76% of the Fund's outstanding shares),
and which represented less than 5% of the outstanding shares of the Trust,
and Smith Barney, Inc., 388 Greenwich Street, New York, NY 10013, which
owned 102,753.693 Class B shares (approximately 14.47%) of the Fund's
Class B shares, and which represented less than 5% of the outstanding
shares of the Fund and of the Trust.

The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Trust, and two of whom (Mr. Jon S. Fossel and Mr.
James C. Swain) serve as Trustees of the Trust.

The Manager, and the Fund have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Fund's portfolio transactions. Compliance with the Code of Ethics
is carefully monitored and strictly enforced.

-- The Investment Advisory Agreement. The investment advisory
agreement, dated June 28, 1995, between the Trust on behalf of the Fund
and the Manager requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment, and to provide and
supervise the activities of all administrative and clerical personnel
required to provide effective corporate administration for the Fund,
including the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for continuous
public sale of shares of the Fund.

Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributors Agreement
are paid by the Fund. The advisory agreement lists examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses, including
litigation costs.

The advisory agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard for its obligations and duties under the
advisory agreement, the Manager is not liable for any loss resulting from
a good faith error or omission on its part with respect to any of its
duties thereunder. The advisory agreement permits the Manager to act as
investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with other investment companies for
which it may act as investment adviser or general distributor. If the
Manager shall no longer act as investment adviser to the Fund, the right
of the Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.

The advisory agreements contain no expense limitation. However,
independently of the advisory agreements, the Manager has undertaken that
the total expenses of the Fund in any fiscal year (including the
management fee, but excluding taxes, interest, brokerage fees,
distribution plan payments, and extraordinary expenses, such as litigation
costs) shall not exceed (and the Manager undertakes to reduce the Fund's
management fee in the amount by which such expenses shall exceed) the most
stringent applicable state "blue sky" expense limitation requirement for
qualification of sale of the Fund's shares. At present, that limitation
is imposed by California and limits expenses (with specified exclusions)
to 2.5% of the first $30 million of the Fund's average annual net assets,
2.0% of the next $70 million of average net assets and 1.5% of average net
assets in excess of $100 million. The Manager reserves the right to
change or eliminate this expense limitation at any time. The payment of
the management fee at the end of any month will be reduced so that at no
time will there be any accrued but unpaid liability under the above
expense limitation.

For the fiscal years ended December 31, 1992, 1993 and 1994, the
advisory fees paid to the Manager were $491,642, $555,430 and $522,205,
respectively, of which $342,743, $380,790 and $362,287, respectively, was
paid by the Manager to the Sub-Adviser.

-- The Distributor. Under the General Distributor's Agreement
between the Trust and the Distributor, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of the Fund's
Class A, Class B and Class C shares, but is not obligated to sell a
specific number of shares. Expenses normally attributable to sales (other
than those paid under the Class A, Class B and Class C Distribution and
Service Plans), including advertising and the cost of printing and mailing
prospectuses (other than those furnished to existing shareholders), are
borne by the Distributor. During the Fund's fiscal years ended December
31, 1992, 1993 and 1994, the aggregate amount of sales charges on sales
of the Fund's Class A shares was $337,554, $269,639 and $143,088,
respectively, of which the Distributor and MMLISI retained in the
aggregate $213,717, $163,271 and $67,090 in those respective years. For
the fiscal year ended December 31, 1994, the Distributor advanced $91,551
to broker-dealers on the sales of the Funds' Class B shares, $8,449 of
which went to MMLISI. In addition, the Distributor collected $8,916 from
contingent deferred sales charges assessed on Class B shares. Class C
shares were not publicly offered prior to July 10, 1995.

- -- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
transfer agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.

Brokerage Policies Of The Fund

Brokerage Provisions of the Investment Advisory Agreements. One of the
duties of the Manager under the advisory agreement is to arrange the
portfolio transactions of the Fund. In doing so, the Manager is
authorized by the advisory agreement to employ broker-dealers ("brokers"),
including "affiliated" brokers, as that term is defined in the Investment
Company Act, as may, in its best judgment based on all relevant factors,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
price obtainable) of such transactions. The Manager need not seek
competitive commission bidding or base its selection on "posted" rates,
but is expected to be aware of the current rates of eligible brokers and
to minimize the commissions paid to the extent consistent with the
provisions of the advisory agreement and the interests and policies of the
Fund as established by the Trust's Board of Trustees. Purchases of
securities from underwriters include a commission or concession paid by
the issuer to the underwriter, and purchases from dealers include a spread
between the bid and asked price.

Under the advisory agreement, the Manager is authorized to select
brokers which provide brokerage and/or research services for the Fund
and/or the other accounts over which it or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than
another qualified broker would have charged, if a good faith determination
is made by the Manager that the commission is fair and reasonable in
relation to the services provided. Most purchases made by the Fund are
principal transactions at net prices, and the Fund incurs little or no
brokerage costs. During the fiscal year ended December 31, 1992, 1993 and
1994, no brokerage commissions were paid by the Fund.

Description of Brokerage Practices Followed by the Manager. Subject to
the provisions of the advisory agreement and the procedures and rules
described above, allocations of brokerage are generally made by the
Manager's portfolio traders upon recommendations from the Manager's
portfolio managers. In certain instances portfolio managers may directly
place trades and allocate brokerage, also subject to the provisions of the
advisory agreement and the procedures and rules described above. In
either case, brokerage is allocated under the supervision of the Manager's
executive officers and the Manager. Transactions in securities other than
those for which an exchange is the primary market are generally done with
principals or market makers. Brokerage commissions are paid primarily for
effecting transactions in listed securities and are otherwise paid only
if it appears likely that a better price or execution can be obtained.
When the Fund engages in an option transaction, ordinarily the same broker
will be used for the purchase or sale of the option and any transaction
in the securities to which the option relates. When possible, concurrent
orders to purchase or sell the same security by more than one of the
accounts managed by the Manager or its affiliates are combined. The
transactions effected pursuant to such combined orders are averaged as to
price and allocated in accordance with the purchase or sale orders
actually placed for each account.

Most purchases of money market instruments and debt obligations are
principal transactions at net prices. Instead of using a broker for those
transactions, the Fund normally deals directly with the selling or
purchasing principal or market maker unless it determines that a better
price or execution can be obtained by using a broker. Purchases of these
securities from underwriters include a commission or concession paid by
the issuer to the underwriter. Purchases from dealers include a spread
between the bid and asked prices. The Fund seeks to obtain prompt
execution of these orders at the most favorable net price.

The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed-price offerings to obtain research, in the same
manner as is permitted for agency transactions.

The research services provided by brokers broadens the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase. The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreement or the Distribution Plans described
below) annually reviews information furnished by the Manager as to the
commissions paid to brokers furnishing such services so that the Board may
ascertain whether the amount of such commissions was reasonably related
to the value or benefit of such services.

Performance of the Fund

Yield and Total Return Information. As described in the Prospectus, from
time to time the "standardized yield," "dividend yield," "average annual
total return", "total return," "cumulative total return," "total return
at net asset value" and "cumulative total return at net asset value" of
an investment in a class of shares of the Fund may be advertised. An
explanation of how yields and total returns are calculated for each class
and the components of those calculations is set forth below.
The Fund's advertisement of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each class of shares of the Fund for the
1, 5 and 10-year periods (or the life of the class, if less) ending as of
the most recently ended calendar quarter prior to the publication of the
advertisement. This enables an investor to compare the Fund's performance
to the performance of other funds for the same periods. However, a number
of factors should be considered before using such information as a basis
for comparison with other investments. An investment in the Fund is not
insured; its returns and share prices are not guaranteed and normally will
fluctuate on a daily basis. When redeemed, an investor's shares may be
worth more or less than their original cost. Returns for any given past
period are not a prediction or representation by the Fund of future
returns on its shares. The returns of Class A and Class B shares of the
Fund are affected by portfolio quality, the type of investments the Fund
holds and its operating expenses allocated to a particular class.

-- Standardized Yields.

-- Yield. The Fund's "yield" (referred to as "standardized yield")
for a given 30-day period for a class of shares is calculated using the
following formula set forth in rules adopted by the Securities and
Exchange Commission that apply to all funds (other than money market
funds) that quote yields:

(a-b) 6
Standardized Yield = 2 ((--- + 1) - 1)
( cd)

The symbols above represent the following factors:
a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of any expense
reimbursements).
c = the average daily number of shares of that class
outstanding during the 30-day period that were entitled to
receive dividends.
d = the maximum offering price per share of that class on the
last day of the period, adjusted for undistributed net
investment income.

The standardized yield of a class of shares for a 30-day period may
differ from its yield for any other period. The SEC formula assumes that
the standardized yield for a 30-day period occurs at a constant rate for
a six-month period and is annualized at the end of the six-month period.
This standardized yield is not based on actual distributions paid by the
Fund to shareholders in the 30-day period, but is a hypothetical yield
based upon the net investment income from the Fund's portfolio investments
calculated for that period. The standardized yield may differ from the
"dividend yield" of that class, described below. Additionally, because
each class of shares is subject to different expenses, it is likely that
the standardized yields of the Fund's classes of shares will differ. For
the 30-day period ended December 31, 1994, the standardized yields for the
Fund's Class A and Class B shares were 6.76% and 6.34%, respectively.
Class C shares were not publicly offered prior to July 10, 1995.

-- Dividend Yield and Distribution Return. From time to time the
Fund may quote a "dividend yield" or a "distribution return" for each
class. Dividend yield is based on the dividends paid on shares of a class
from net investment income during a stated period. Distribution return
includes dividends derived from net investment income and from realized
capital gains declared during a stated period. Under those calculations,
the dividends and/or distributions for that class declared during a stated
period of one year or less (for example, 30 days) are added together, and
the sum is divided by the maximum offering price per share of that class)
on the last day of the period. When the result is annualized for a period
of less than one year, the "dividend yield" is calculated as follows:

Dividend Yield of the Class =

Dividends of the Class
-----------------------------------------------------
Max. Offering Price of the Class (last day of period)

divided by Number of days (accrual period) x 365

The maximum offering price for Class A shares includes the maximum
front-end sales charge. For Class B shares, the maximum offering price
is the net asset value per share, without considering the effect of
contingent deferred sales charges.

From time to time similar yield or distribution return calculations
may also be made using the Class A net asset value (instead of its
respective maximum offering price) at the end of the period. The dividend
yields on Class A shares for distribution made on December 30, 1994
covering the 31-day period ended December 31, 1994, were 10.85 and 11.40%
when calculated at maximum offering price and at net asset value,
respectively. The dividend yield on Class B shares for the 30-day period
ended December 31, 1994, was 10.63% when calculated at net asset value.
That distribution included amounts distributed by the Fund for both Class
A and Class B shares to avoid paying excise tax on undistributed income
at year-end as described in "Dividends, Capital Gains, and Taxes," below.
Therefore, these dividend yields are significantly higher than the divided
yields for prior months.

-- Total Return Information.

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

1/n
(ERV)
(---) -1 = Average Annual Total Return
( P )

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

ERV - P
------- = Total Return
P

In calculating total returns for Class A shares, the current maximum
sales charge of 4.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown at net asset
value, as described below). For Class B shares, the payment of the
applicable contingent deferred sales charge (of 5.0% for the first year,
4.0% for the second year, 3.0% for the third and fourth years, 2.0% for
the fifth year, 1.0% in the sixth year and none thereafter, is applied,
as described in the Prospectus. Total returns also assume that all
dividends and capital gains distributions during the period are reinvested
to buy additional shares at net asset value per share, and that the
investment is redeemed at the end of the period. The "average annual
total returns" on an investment in Class A shares for the one year period
ended December 31, 1994 and for the period from April 15, 1988 (the date
the Fund became an open-end Fund) to December 31, 1994, were -8.43% and
6.79%, respectively. The cumulative "total return" on Class A shares for
the latter period was 55.38%. For the fiscal period from May 1, 1993
(inception of the class), through December 31, 1994, the average annual
total return and the cumulative total return on an investment in Class B
shares of the Fund were -2.67% and -4.41%, respectively.

-- Total Returns at Net Asset Value. From time to time the Fund may
also quote an "average annual total return at net asset value" or a
cumulative "total return at net asset value" for Class A or Class B
shares. Each is based on the difference in net asset value per share at
the beginning and the end of the period for a hypothetical investment in
that class of shares (without considering front-end or contingent sales
charges) and takes into consideration the reinvestment of dividends and
capital gains distributions. The cumulative total returns at net asset
value on the Fund's Class A shares for the fiscal year ended December 31,
1993, and for the period from April 15, 1988 to December 31, 1994 were -
3.87 and 63.13%, respectively. The cumulative total return at net asset
value on the Fund's Class B shares for the fiscal year-ended December 31,
1994 and for the period from May 1, 1993 through December 31, 1994 well -
4.53% and -0.80%, respectively.

Total return information may be useful to investors in reviewing the
performance of the Fund's Class A or Class B shares. However, when
comparing total return of an investment in Class A or Class B shares of
the Fund, a number of factors should be considered before using such
information as a basis for comparison with other investments.

Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A, Class B or Class C shares by Lipper Analytical
Services, Inc. ("Lipper"), a widely-recognized independent mutual fund
monitoring service. Lipper monitors the performance of regulated
investment companies, including the Fund, and ranks their performance for
various periods based on categories relating to investment objectives.
The performance of the Fund's classes is ranked against (i) all other
funds, excluding money market funds, and (ii) all other general bond
funds. The Lipper performance rankings are based on total return that
includes the reinvestment of capital gains distributions and income
dividends but does not take sales charges or taxes into consideration.

The Fund's performance may also be compared to the performance of the
Lipper General Bond Fund Index, which is a net asset value weighted index
of general bond funds compiled by Lipper. It is calculated with
adjustments for income dividends and capital gains distributions as of the
ex-dividend date.

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

From time to time the Fund may publish the ranking of the performance
of its Class A, Class B or Class C shares by Morningstar, Inc., an
independent mutual fund monitoring service that ranks mutual funds,
including the Fund, monthly, in broad investment categories (equity,
taxable bond, municipal bond and hybrid), based on risk-adjusted
investment return. Investment return measures a fund's or Class's three,
five and ten-year average annual total returns (when available). Risk and
return are combined to produce star rankings reflecting performance
relative to the average fund in a fund's category. Five stars is the
"highest" ranking (top 10%), four stars is "above average" (next 22.5%),
three stars is "average" (next 35%), two stars is "below average" (next
22.5%) and one star is "lowest" (bottom 10%). The current ranking is a
weighted average of the 3, 5 and 10 year rankings (if available).
Morningstar ranks the Class A and Class B shares of the Fund in relation
to other taxable bond funds. Rankings are subject to change.

The total return on an investment in the Fund's Class A, Class B or
Class C shares may be compared with the performance for the same period
of one or more of the following indices: the Consumer Price Index, the
Salomon Brothers World Government Bond Fund Index, the Salomon Brothers
High Grade Corporate Bond Index, the Lehman Brothers Government/Corporate
Bond Index, the Lehman Brothers Aggregate Bond Index, and the J.P. Morgan
Government Bond Index. The Consumer Price Index is generally considered
to be a measure of inflation. The Salomon Brothers World Government Bond
Index generally represents the performance of government debt securities
of various markets throughout the world, including the United States. The
Salomon Brothers High Grade Corporate Bond Index generally represents the
performance of high grade long-term corporate bonds, and the Lehman
Brothers Government/Corporate Bond Index generally represents the
performance of intermediate and long-term government and investment grade
corporate debt securities. The Lehman Brothers Aggregate Bond Index
generally represents the performance of the general fixed-rate investment
grade debt market. The J.P. Morgan Government Bond Index generally
represents the performance of government bonds issued by various countries
including the United States. Each index includes a factor for the
reinvestment of interest but does not reflect expenses or taxes.

Investors may also wish to compare the Fund's Class A, Class B or
Class C shares return to the returns on fixed income investments available
from banks and thrift institutions, such as certificates of deposit,
ordinary interest-paying checking and savings accounts, and other forms
of fixed or variable time deposits, and various other instruments such as
Treasury bills. However, the Fund's returns and share price are not
guaranteed by the FDIC or any other agency and will fluctuate daily, while
bank depository obligations may be insured by the FDIC and may provide
fixed rates of return, and Treasury bills are guaranteed as to principal
and interest by the U.S. government.

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

Distribution and Service Plans

The Fund has adopted a Service Plan for Class A shares, and
Distribution and Service Plans for Class B and Class C shares under Rule
12b-1 of the Investment Company Act, pursuant to which the Fund will
reimburse the Distributor quarterly for all or a portion of its costs
incurred in connection with the distribution and/or servicing of the
shares of that class, as described in the Prospectus. Each Plan has been
approved by a vote of (i) the Board of Trustees of the Fund, including a
majority of the Independent Trustees, cast in person at a meeting called
for the purpose of voting on that Plan, and (ii) the holders of a
"majority" (as defined in the Investment Company Act) of the shares of
each class. (For the Distribution and Service Plan for the Class B
shares, that vote was cast by the Manager as the sole initial holder of
Class B shares of the Fund).

In addition, under the Plans, the Manager and the Distributor, in
their sole discretion, from time to time may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund) to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of payments they make from their own resources to
Recipients.

Unless terminated as described below, each Plan continues in effect
from year to year but only as long as its continuance is specifically
approved at least annually by the Fund's Board of Trustees and its
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such continuance. Either Plan may be terminated at
any time by the vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding shares of that class. Neither Plan may be amended
to increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund automatically
convert into Class A shares after six years, the Fund is required by an
exemptive order issued by the Securities and Exchange Commission to obtain
the approval of Class B as well as Class A shareholders for a proposed
amendment to the Class A Plan that would materially increase the amount
to be paid by Class A shareholders under the Class A Plan. Such approval
must be by a "majority" of the Class A and Class B shares (as defined in
the Investment Company Act), voting separately by class. All material
amendments must be approved by the Independent Trustees.
While the Plans are in effect, the Treasurer of the Trust shall
provide separate written reports to the Trust's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which each payment was made and the identity of each Recipient
that received any payment. Each report shall also include the
distribution costs for that quarter. Those reports, including the
allocations on which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary
duty. Each Plan further provides that while it is in effect, the
selection and nomination of those Trustees of the Trust who are not
"interested persons" of the Trust is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on selection or
nomination is approved by a majority of the Independent Trustees.

Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Trustees. Initially, the Board of Trustees has set the
fees at the maximum rate and set no minimum amount.

For the fiscal year ended December 31, 1994, payments under the Class
A Plan totaled $247,136, all of which was paid by the Distributor to
Recipients, including $154,100 paid to MMLISI.

Any unreimbursed expenses incurred by the Distributor with respect
to Class A shares for any fiscal year may not be recovered in subsequent
fiscal years. Payments received by the Distributor under the Plan for
Class A shares will not be used to pay any interest expense, carrying
charges, or other financial costs, or allocation of overhead by the
Distributor.

The Class B and Class C Plans allows the service fee payments to be
paid by the Distributor to Recipients in advance for the first year Class
B and Class C shares are outstanding, and thereafter on a quarterly basis,
as described in the Prospectus. The services rendered by Recipients in
connection with personal services and the maintenance of Class B
shareholder accounts may include but shall not be limited to, the
following: answering routine inquiries from the Recipient's customers
concerning the Fund, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund and processing share redemption
transactions, making the Fund's investment plans and dividend payment
options available, and providing such other information and services in
connection with the rendering of personal services and/or the maintenance
of accounts, as the Distributor or the Fund may reasonably request. The
advance payment is based on the net asset value of the Class B and Class
C shares sold. An exchange of shares does not entitle the Recipient to
an advance service fee payment. In the event Class B or Class C shares
are redeemed during the first year that the shares are outstanding, the
Recipient will be obligated to repay a pro rata portion of the advance
payment for those shares to the Distributor. Service fee payments made
under the Class B Plan during the fiscal year ended December 31, 1994
totalled $26,383, all of which was paid by the Distributor to Recipients,
including MMLISI.

Although the Class B and Class C Plans permit the Distributor to
retain both the asset-based sales charge and the service fee on Class B
shares, or to pay Recipients the service fee on a quarterly basis without
payment in advance, the Distributor intends to pay the service fee to
Recipients in the manner described above. A minimum holding period may
be established from time to time under the Class B or Class C Plan by the
Board. Initially, the Board has set no minimum holding period. All
payments under the Class B and Class C Plans are subject to the
limitations imposed by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees. The Distributor anticipates that it will take
a number of years for it to recoup (from the Fund's payments to the
Distributor under the Class B or Class C Plan and recoveries of the
contingent deferred sales charge collected on redeemed Class B or Class
C shares) the sales commissions paid to authorized brokers or dealers.

Asset-based sales charge payments are designed to permit an investor
to purchase shares of the Fund without paying a front-end sales load and
at the same time permit the Distributor to compensate Recipients in
connection with the sale of Class B and Class C shares of the Fund. The
Distributor retains the asset-based sales charge on Class B shares. As
to Class C shares, the Distributor retains the asset-based sales charge
during the first year shares are outstanding, and pays the asset-based
sales charge as an ongoing commission to the dealer on Class C shares
outstanding for a year or more. Under the Class B and Class C Plans, the
asset-based sales charge is paid to compensate the Distributor for its
services, described below, to the Fund. The Distributor's actual
distribution expenses for any given year may exceed the aggregate of
payments received pursuant to the Class B or Class C Plan and from
contingent deferred sales charges.

Under the Class B and Class C Plans, the distribution assistance and
administrative support services rendered by the Distributor in connection
with the distribution of Class B and Class C shares may include: (i)
paying service fees and sales commissions to any broker, dealer, bank or
other person or entity that sells and services the Fund's Class B or Class
C shares, (ii) paying compensation to and expenses of personnel of the
Distributor who support distribution of Class B or Class C shares by
Recipients, (iii) obtaining financing or providing such financing from its
own resources, or from an affiliate, for interest and other borrowing
costs of the Distributor's unreimbursed expenses incurred in rendering
distribution assistance for Class B or Class C shares, and (iv) paying
certain other distribution expenses.

Other distribution assistance rendered by the Distributor and
Recipients under the Class B and Class C Plans may include, but shall not
be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class B or Class C
shareholders, and providing such other information and services in
connection with the distribution of Class B or Class C shares as the
Distributor or the Fund may reasonably request. The Class B and Class C
Plans further provide that such other distribution assistance may include
distribution assistance and administrative support services rendered in
connection with Class B or Class C shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii) pursuant
to a plan of reorganization to which the Fund is a party.

About Your Account

How To Buy Shares

Alternative Sales Arrangements - Class A, Class B and Class C Shares. The
availability of three classes of shares permits an investor to choose the
method of purchasing shares that is more beneficial to the investor
depending on the amount of the purchase, the length of time the investor
expects to hold shares and other relevant circumstances. Investors should
understand that the purpose and function of the deferred sales charge and
asset-based sales charge with respect to Class B and Class C shares are
the same as those of the initial sales charge with respect to Class A
shares. Any salesperson or other person entitled to receive compensation
for selling Fund shares may receive different compensation with respect
to one class of shares than the other. The Distributor normally will not
accept (i) any order for $500,000 or more of Class B shares or (ii) any
order for $1 million or more of Class C shares, on behalf of a single
investor (not including dealer "street name" or omnibus accounts) because
generally it will be more advantageous for that investor to purchase Class
A shares of the Fund instead.

The three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B and Class C shares and the dividends payable on Class B and Class C
shares will be reduced by incremental expenses borne solely by that class,
including the asset-based sales charge to which Class B and Class C shares
are subject.

The conversion of Class B shares to Class A shares after six years
is subject to the continuing availability of a private letter ruling from
the Internal Revenue Service, or an opinion of counsel or tax adviser, to
the effect that the conversion of Class B shares does not constitute a
taxable event for the holder under Federal income tax law. If such a
revenue ruling or opinion is no longer available, the automatic conversion
feature may be suspended, in which event no further conversions of Class
B shares would occur while such suspension remained in effect. Although
Class B shares could then be exchanged for Class A shares on the basis of
relative net asset value of the two classes, without the imposition of a
sales charge or fee, such exchange could constitute a taxable event for
the holder, and absent such exchange, Class B shares might continue to be
subject to the asset-based sales charge for longer than six years.

The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B and Class C shares recognizes
two types of expenses. General expenses that do not pertain specifically
to any class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total assets,
and then equally to each outstanding share within a given class. Such
general expenses include (i) management fees, (ii) legal, bookkeeping and
audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other materials for
current shareholders, (iv) fees to unaffiliated Trustees, (v) custodian
expenses, (vi) share issuance costs, (vii) organization and start-up
costs, (viii) interest, taxes and brokerage commissions, and (ix) non-
recurring expenses, such as litigation costs. Other expenses that are
directly attributable to a class are allocated equally to each outstanding
share within that class. Such expenses include (i) Distribution and
Service Plan fees, (ii) incremental transfer and shareholder servicing
agent fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a specific
class rather than to the Fund as a whole.

Determination of Net Asset Value Per Share. The net asset values per
share of Class A and Class B and Class C shares of the Fund are determined
as of the close of business of The New York Stock Exchange on each day
that the Exchange is open, by dividing the Fund's net assets attributable
to a class by the number of shares of that class that are outstanding.
The Exchange normally closes at 4:00 P.M., New York time, but may close
earlier on some days (for example, in case of weather emergencies or on
days falling before a holiday). The Exchange's most recent annual
announcement (which is subject to change) states that it will close on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. It may also close on other
days. Trading in debt securities and foreign securities at times when the
New York Stock Exchange is closed, including weekends and holidays, or
after the close of the Exchange on a regular business day. The Fund may
invest a substantial portion of its assets in foreign securities primarily
listed on foreign exchanges or in foreign over-the-counter markets that
may trade on Saturdays or customary U.S. business holidays on which the
Exchange is closed. Because the Fund's net asset value will not be
calculated on those days, the Fund's net asset value per share may be
significantly affected on such days when shareholders may not purchase or
redeem shares.

The Fund's Board of Trustees has established procedures for the
valuation of the Fund's securities, generally as follows: (i) equity
securities traded on a U.S. securities exchange or on NASDAQ for which
last sale information is regularly reported are valued at the last
reported sale price on their primary exchange or NASDAQ that day (or, in
the absence of sales that day, at values based on the last sales prices
of the preceding trading day, or closing bid and asked prices); (ii)
securities actively traded on a foreign securities exchange are valued at
the last sales price available to the pricing service approved by the
Fund's Board of Trustees or to the Manager as reported by the principal
exchange on which the security is traded; (iii) unlisted foreign
securities or listed foreign securities not actively traded are valued at
the mean between "bid" and "asked" prices determined by a pricing service
approved by the Board of Trustees or by the Manager; (iv) long-term debt
securities having a remaining maturity in excess of 60 days are valued at
the mean between the "bid" and "asked" prices determined by a portfolio
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(v) debt instruments having a maturity of more than one year when issued,
and non-money market type instruments having a maturity of one year or
less when issued, which have a remaining maturity of 60 days or less are
valued at the mean between the "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Trustees or obtained from
active market makers in the security on the basis of reasonable inquiry;
(vi) money market-type debt securities having a maturity of less than one
year when issued that having a remaining maturity of 60 days or less are
valued at cost, adjusted for amortization of premiums and accretion of
discounts; and (vii) securities (including restricted securities) not
having readily-available market quotations are valued at fair value under
the Board's procedures.

Trading in securities on European and Asian exchanges and over-the-
counter markets is normally completed before the close of The New York
Stock Exchange. Events affecting the values of foreign securities traded
in stock markets that occur between the time their prices are determined
and the close of the Exchange will not be reflected in the Fund's
calculation of net asset value unless the Board of Trustees or the
Manager, under procedures established by the Board of Trustees, determines
that the particular event would materially affect the Fund's net asset
value, in which case an adjustment would be made, if necessary. Foreign
securities priced in a foreign currency as well as foreign currency have
their value converted to U.S. dollars at the closing price in the London
foreign exchange market as provided by a reliable bank, dealer or pricing
service.

In the case of U.S. Government Securities, mortgage-backed
securities, foreign government securities and corporate bonds, when last
sale information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity, and other special factors involved.
The Trust's Board of Trustees has authorized the Manager to employ a
pricing service to price U.S. Government Securities, mortgage-backed
securities, foreign government securities and corporate bonds. The
Trustees will monitor the accuracy of such pricing services by comparing
prices used for portfolio evaluation to actual sales prices of selected
securities.

Puts, calls and Futures held by the Fund are valued at the last sales
price on the principal exchange on which they are traded, or on NASDAQ as
applicable, as determined by a pricing service approved by the Board of
Trustees or by the Manager, or, if there are no sales that day, in
accordance with (i), above. Forward currency contracts are valued at the
closing price in the London foreign exchange market as provided by a
reliable bank, dealer or pricing service. When the Fund writes an option,
an amount equal to the premium received by the Fund is included in the
Fund's Statement of Assets and Liabilities as an asset, and an equivalent
deferred credit is included in the liability section. The deferred credit
is adjusted ("marked-to-market") to reflect the current market value of
the option. In determining the Fund's gain on investments, if a call
written by the Fund is exercised, the proceeds are increased by the
premium received. If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a closing
purchase transaction, it will have a gain or loss depending on whether the
premium was more or less than the cost of the closing transaction. If the
Fund exercises a put it holds, the amount the Fund receives on its sale
of the underlying investment is reduced by the amount of premium paid by
the Fund.

AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy shares. Dividends will begin to accrue on shares
purchased by the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange. The Exchange normally closes at
4:00 P.M., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.

Reduced Sales Charges. As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Right of Accumulation
and Letters of Intent because of the economies of sales efforts and
expenses realized by the Distributor, dealers and brokers making such
sales. No sales charge is imposed in certain circumstances described in
the Prospectus because the Distributor or dealer or broker incurs little
or no selling expenses. The term "immediate family" refers to one's
spouse, children, grandchildren, grandparents, parents, parents-in-law,
sons- and daughters-in-law, siblings, a sibling's spouse and a spouse's
siblings.

-- The OppenheimerFunds. The OppenheimerFunds are those mutual funds
for which the Distributor acts as the distributor or the sub-distributor
and include the following:

Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund

the following "Money Market Funds":

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

There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).

-- Letters of Intent. A Letter of Intent ("Letter") is the
investor's statement of intention to purchase Class A shares of the Fund
(and other eligible OppenheimerFunds) sold with a front-end sales charge
during the 13-month period from the investor's first purchase pursuant to
the Letter (the "Letter of Intent period"), which may, at the investor's
request, include purchases made up to 90 days prior to the date of the
Letter. The Letter states the investor's intention to make the aggregate
amount of purchases (excluding any purchases made by reinvestment of
dividends or distributions or purchases made at net asset value without
sales charge), which together with the investor's holdings of such funds
(calculated at their respective public offering prices calculated on the
date of the Letter) will equal or exceed the amount specified in the
Letter. This enables the investor to obtain the reduced sales charge rate
(as set forth in the Prospectus) applicable to purchases of shares in that
amount (the "intended purchase amount"). Each purchase under the Letter
will be made at the public offering price applicable to a single lump-sum
purchase of shares in the intended purchase amount, as described in the
Prospectus.

In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.

If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended purchase amount, the
commissions previously paid to the dealer of record for the account and
the amount of sales charge retained by the Distributor will be adjusted
to the rates applicable to actual purchases. If total eligible purchases
during the Letter of Intent period exceed the intended purchase amount and
exceed the amount needed to qualify for the next sales charge rate
reduction set forth in the applicable prospectus, the sales charges paid
will be adjusted to the lower rate, but only if and when the dealer
returns to the Distributor the excess of the amount of commissions allowed
or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the investor's
account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.

In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor during the Letter of
Intent period. All of such purchases must be made through the
Distributor.

-- Terms of Escrow that Apply to Letters of Intent.

1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
to 5% of the intended purchase amount be held in escrow by the Transfer
Agent. For example, if the intended purchase amount specified under the
Letter is $50,000, the escrow shall be shares valued in the amount of
$2,500 (computed at the public offering price adjusted for a $50,000
purchase). Any dividends and capital gains distributions on the escrowed
shares will be credited to the investor's account.

2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.

3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time.
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter. If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after
such redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption proceeds.

4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.

5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of the Letter) do not
include any shares sold without a front-end sales charge or shares subject
to a Class A contingent deferred sales charge unless (for the purpose of
determining completion of the obligation to purchase shares under the
Letter) the shares were acquired in exchange for shares of one of the
OppenheimerFunds whose shares were acquired by payment of a sales charge.

6. Shares held in escrow hereunder will automatically be exchanged
for shares of another fund to which an exchange is requested, as described
in the section of the Prospectus entitled "How to Exchange Shares," and
the escrow will be transferred to that other fund.

Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.

There is a front-end sales charge on the purchase of certain
OppenheimerFunds or a contingent deferred sales charge may apply to shares
purchased by Asset Builder payments. An application should be obtained
from the Distributor, completed and returned, and a prospectus of the
selected fund(s) should be obtained from the Distributor or your financial
advisor before initiating Asset Builder payments. The amount of the Asset
Builder investment may be changed or the automatic investments may be
terminated at any time by writing to the Transfer Agent. A reasonable
period (approximately 15 days) is required after the Transfer Agent's
receipt of such instructions to implement them. The Fund reserves the
right to amend, suspend, or discontinue offering such plans at any time
without prior notice.

Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date.
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order. The
investor is responsible for that loss. If the investor fails to
compensate the Fund for the loss, the Distributor will do so. The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.

Checkwriting. When a check is presented to the Bank for clearance, the
Bank will ask the Fund to redeem a sufficient number of full and
fractional shares in the shareholder's account to cover the amount of the
check. This enables the shareholder to continue receiving dividends on
those shares until the check is presented to the Fund. Checks may not be
presented for payment at the offices of the Bank or the Fund's Custodian.
This limitation does not affect the use of checks for the payment of bills
or to obtain cash at other banks. The Fund reserves the right to amend,
suspend or discontinue offering checkwriting privileges at any time
without prior notice.

How to Sell Shares

Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.

-- Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. However, the
Board of Trustees of the Trust may determine that it would be detrimental
to the best interests of the remaining shareholders of the Fund to make
payment of a redemption order wholly or partly in cash. In that case, the
Fund may pay the redemption proceeds in whole or in part by a distribution
"in kind" of securities from the portfolio of the Fund, in lieu of cash,
in conformity with applicable rules of the Securities and Exchange
Commission. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net assets
of the Fund during any 90-day period for any one shareholder. If shares
are redeemed in kind, the redeeming shareholder might incur brokerage or
other costs in selling the securities for cash. The method of valuing
securities used to make redemptions in kind will be the same as the method
the Fund uses to value its portfolio securities described above under
"Determination of Net Asset Value Per Share" and that valuation will be
made as of the time the redemption price is determined.

-- Involuntary Redemptions. The Trust's Board of Trustees has the
right to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of those shares is less than
$1,000 or such lesser amount as the Board may fix. The Board of Trustees
will not cause the involuntary redemption of shares in an account if the
aggregate net asset value of the shares has fallen below the stated
minimum solely as a result of market fluctuations. Should the Board elect
to exercise this right, it may also fix, in accordance with the Investment
Company Act, the requirements for any notice to be given to the
shareholders in question (not less than 30 days), or the Board may set
requirements for granting permission to the shareholder to increase the
investment, and set other terms and conditions so that the shares would
not be involuntarily redeemed.

Reinvestment Privilege. Within six months of a redemption, a shareholder
may reinvest all or part of the redemption proceeds of Class A shares or
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. The reinvestment may be made without sales charge only
in Class A shares of the Fund or any of the other OppenheimerFunds into
which shares of the Fund are exchangeable as described below, at the net
asset value next computed after the Transfer Agent receives the
reinvestment order. The shareholder must ask the Distributor for such
privilege at the time of reinvestment. Any capital gain that was realized
when the shares were redeemed is taxable, and reinvestment will not alter
any capital gains tax payable on that gain. If there has been a capital
loss on the redemption, some or all of the loss may not be tax deductible,
depending on the timing and amount of the reinvestment. Under the
Internal Revenue Code, if the redemption proceeds of Fund shares on which
a sales charge was paid are reinvested in shares of the Fund or another
of the OppenheimerFunds within 90 days of payment of the sales charge, the
shareholder's basis in the shares of the Fund that were redeemed may not
include the amount of the sales charge paid. That would reduce the loss
or increase the gain recognized from the redemption. However, in that case
the sales charge would be added to the basis of the shares acquired by the
reinvestment of the redemption proceeds. The Fund may amend, suspend or
cease offering this reinvestment privilege at any time as to shares
redeemed after the date of such amendment, suspension or cessation.

Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of either class at the time of transfer
to the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B or Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
to Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request redemptions or exchanges of
their accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.

Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.). Payment ordinarily will be made
within seven days after the Distributor's receipt of the required
redemption documents, with signature(s) guaranteed as described in the
Prospectus.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B and Class C shareholders should not establish
withdrawal plans that would require the redemption of shares purchased
subject to a contingent deferred sales charge and held less than 6 years
or 12 months, respectively, because of the imposition of the Class B or
Class C contingent deferred sales charge on such withdrawals (except where
the Class B or Class C contingent deferred sales charge is waived as
described in the Prospectus under "Waivers of Class B Sales Charges" and
"Waivers of Class C Sales Charges").

By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.

-- Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of shares of
the Fund for shares (of the same class) of other OppenheimerFunds
automatically on a monthly, quarterly, semi-annual or annual basis under
an Automatic Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How
to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.

-- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and thereafter shares acquired with
reinvested dividends and capital gains distributions will be redeemed
next, followed by shares acquired with a sales charge, to the extent
necessary to make withdrawal payments. Depending upon the amount
withdrawn, the investor's principal may be depleted. Payments made under
withdrawal plans should not be considered as a yield or income on your
investment.

The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.

For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.

Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (the receipt of payment on the date selected cannot
be guaranteed), according to the choice specified in writing by the
Planholder.

The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.

The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.

To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.

If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
the OppenheimerFunds that have a single class without a class designation
are deemed "Class A" shares for this purpose. All OppenheimerFunds offer
Class A shares (except for Oppenheimer Strategic Diversified Income Fund,
which offers only Class C shares), but only the following other
OppenheimerFunds currently offer Class B shares:

Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Value Stock Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer High Yield Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Cash Reserves (Class B shares are available only by
exchange)
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Discovery Fund

The following Oppenheimer Funds offer Class C shares:

Oppenheimer Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Champion High Yield Fund
Oppenheimer U.S. Government Trust
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Cash Reserves (Class C and B shares are available only
by exchange)
Oppenheimer Strategic Diversified Income Fund
Oppenheimer Limited-Term Government Fund

Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds or from any unit
investment trust for which reinvestment arrangements have been made with
the Distributor may be exchanged at net asset value for shares of any of
the OppenheimerFunds. No contingent deferred sales charge is imposed on
exchanges of shares of either class purchased subject to a contingent
deferred sales charge. However, when Class A shares acquired by exchange
of Class A shares of other OppenheimerFunds purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged Class
A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares (see "Class A Contingent Deferred Sales Charge" in the
Prospectus). The Class B contingent deferred sales charge is imposed on
Class B shares acquired by exchange if they are redeemed within 6 years
of the initial purchase of the exchanged Class B shares. The Class C
contingent deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial purchase of
the exchanged Class C shares.

When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or Class C contingent deferred sales charge will
be followed in determining the order in which the shares are exchanged.
Shareholders should take into account the effect of any exchange on the
applicability and rate of any contingent deferred sales charge that might
be imposed in the subsequent redemption of remaining shares. Shareholders
owning shares of multiple classes must specify whether they intend to
exchange Class A, Class B or Class C shares.

The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In those
cases, only the shares available for exchange without restriction will be
exchanged.

When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain, open an account in, and acknowledge
receipt of a prospectus for, the fund to which the exchange is to be made.
For full or partial exchanges of an account made by telephone, any special
account features such as Asset Builder Plans, Automatic Withdrawal Plans
and retirement plan contributions will be switched to the new account
unless the Transfer Agent is instructed otherwise. If all telephone lines
are busy (which might occur, for example, during periods of substantial
market fluctuations), shareholders might not be able to request exchanges
by telephone and would have to submit written exchange requests.

Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
request from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).

The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.

Dividends, Capital Gains and Taxes

Dividends and Distributions. Dividends will be payable on shares held of
record at the time of the previous determination of net asset value, or
as otherwise described in "How to Buy Shares." Daily dividends on newly
purchased shares will not be declared or paid until such time as Federal
Funds (funds credited to a member bank's account at the Federal Reserve
Bank) are available from the purchase payment for such shares. Normally,
purchase checks received from investors are converted to Federal Funds on
the next business day. Dividends will be declared on shares repurchased
by a dealer or broker for four business days following the trade date
(i.e., to and including the day prior to settlement of the repurchase).
If all shares in an account are redeemed, all dividends accrued on shares
of the same class in the account will be paid together with the redemption
proceeds.

Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks
to the Transfer Agent, in order to enable the investor to earn a return
on otherwise idle funds.
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends which the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days.
A corporate shareholder will not be eligible for the deduction on
dividends paid on shares held for 45 days or less. To the extent the
Fund's dividends are derived from its gross income from option premiums,
interest income or short-term gains from the sale of securities, or
dividends from foreign corporations, its dividends will not qualify for
the deduction. It is expected that for the most part the Fund's dividends
will not qualify, because of the nature of the investments held by the
Fund in its portfolio.

The amount of a class's distributions may vary 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 a class, as
described in "Alternative Sales Arrangements -- Class A, Class B and Class
C," above. Dividends are calculated in the same manner, at the same time
and on the same day for shares of each class. However, dividends on Class
B and Class C shares are expected to be lower as a result of the asset-
based sales charge on Class B and Class C shares, and Class B and Class
C dividends will also differ in amount as a consequence of any difference
in net asset value between Class A, Class B and Class C shares.

Under the Internal Revenue Code, by December 31 each year the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet
those requirements, the Fund's Board and the Manager might determine in
a particular year that it would be in the best interest of shareholders
for the Fund not to make such distributions at the required levels and to
pay the excise tax on the undistributed amounts. That would reduce the
amount of income or capital gains available for distribution to
shareholders.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed in "Reduced
Sales Charges" above at net asset value without sales charge. As of the
date of this Statement of Additional Information, not all of the
OppenheimerFunds offer Class B or Class C shares. To elect this option,
a shareholder must notify the Transfer Agent in writing and either have
an existing account in the fund selected for reinvestment or must obtain
a prospectus for that fund and an application from the Distributor to
establish an account. The investment will be made at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. Dividends and/or distributions from shares of
other OppenheimerFunds may be invested in shares of this Fund on the same
basis.

Additional Information About The Fund

The Custodian. The Bank of New York is the Custodian of the Fund's
assets. The Custodian's responsibilities include safeguarding and
controlling the Fund's portfolio securities and handling the delivery of
such securities to and from the Fund. The Manager has represented to the
Fund that the banking relationships between the Manager and the Custodian
have been and will continue to be unrelated to and unaffected by the
relationship between the Fund and the Custodian. It will be the practice
of the Fund to deal with the Custodian in a manner uninfluenced by any
banking relationship the Custodian may have with the Manager and its
affiliates. The Fund's cash balances with the Custodian in excess of
$100,000 are not protected by Federal deposit insurance. Those uninsured
balances at times may be substantial.

Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for the Manager and certain other funds advised
by the Manager and its affiliates.

<PAGE>

<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------
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 LLP

/s/ Deloitte & Touche

Denver, Colorado
January 23, 1995

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statement of Investments December 31, 1994
------------------------------------------------------------------------------------------------------
Face Market Value
Amount See Note 1
==========================================================
==========================================================
===============
<S> <C> <C> <C>
Short-Term Notes--14.9%
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--2.4%
- -----------------------------------------------------------------------------------------------------------------------------------
Food Wholesalers--2.4% Tyson Foods, Inc., 6.10%, 1/4/95 $2,410,000 $ 2,408,775
- -----------------------------------------------------------------------------------------------------------------------------------
Energy--2.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Oil: Integrated
Domestic--2.5% Burlington Resources, Inc., 6.30%, 1/17/95 2,500,000 2,493,000
- -----------------------------------------------------------------------------------------------------------------------------------
Financial--3.2%
- -----------------------------------------------------------------------------------------------------------------------------------
Diversified Finance--0.7% Ford Motor Credit Co., 5.80%, 1/9/95 555,000 555,000
------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp., 6.05%, 1/9/95 120,000 119,839
------------
674,839
- -----------------------------------------------------------------------------------------------------------------------------------
Financial Services:
Miscellaneous--2.5% Countrywide Funding Corp., 6.30%, 1/6/95 2,500,000 2,497,812
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--6.8%
- -----------------------------------------------------------------------------------------------------------------------------------
Electric Companies--4.5% Indiana & Michigan Power Co., 6.05%, 1/3/95 2,040,000
2,039,314
------------------------------------------------------------------------------------------------------
Texas Electric Services Co., 6.20%, 1/5/95 2,500,000 2,498,278
------------
4,537,592
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone--2.3% GTE Norwest, Inc., 5.88%, 1/13/95 2,340,000 2,335,414
------------
Total Short-Term Notes (Cost $14,947,432) 14,947,432
==========================================================
==========================================================
===============
Asset-Backed Securities--7.1%
- -----------------------------------------------------------------------------------------------------------------------------------
Auto Loan--7.1% Daimler-Benz Vehicle Trust, Series 1994-A, Cl. A, 5.95%, 12/15/00 827,697
814,537
------------------------------------------------------------------------------------------------------
Ford Credit Grantor Trust, Series 1994-B, Cl. A, 7.30%, 10/15/99 1,458,742 1,447,933
------------------------------------------------------------------------------------------------------
General Motors Acceptance Corp., Grantor Trust, Series 1992-E,
Cl. A, 4.75%, 8/15/97 454,750 445,615
------------------------------------------------------------------------------------------------------
Nissan Auto Receivables Grantor Trust, Series 1994-A,
Cl. A, 6.45%, 9/15/99 2,241,045 2,202,567
------------------------------------------------------------------------------------------------------
Select Auto Receivable Trust, Series 1991-2 Asset-Backed Certificates,
Cl. A, 7.65%, 7/15/96 194,180 193,881
------------------------------------------------------------------------------------------------------
World Omni Automobile Lease Securitization Trust, Series 1994-A,
Cl. A, 6.45%, 9/25/00 2,000,000 1,967,360
------------
Total Asset-Backed Securities (Cost $7,163,638) 7,071,893
==========================================================
==========================================================
===============
Mortgage-Backed Obligations--13.3%
- -----------------------------------------------------------------------------------------------------------------------------------
Government Agency--11.3%
- -----------------------------------------------------------------------------------------------------------------------------------
FHLMC/FNMA/Sponsored--7.1% Federal Home Loan Mortgage Corp., Certificates of Participation,
9%, 3/1/17 770,177 772,234
------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Certificates of Participation,
Series 17-039, 13.50%, 11/1/10 91,657 101,813
------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Certificates of Participation,
Series 17-094, 12.50%, 4/1/14 50,645 55,629
------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Collateralized Mortgage Obligation
Gtd. Multiclass Certificates of Participation, 7.50%, 2/15/07 2,000,000 1,898,120
------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., Multiclass Mortgage Participation
Certificates, Series 1460, Cl. 1460-H, 7%, 5/15/07 1,500,000 1,374,090
------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Mtg. Pass-Through
Certificates, 8%, 8/1/17 1,116,105 1,097,712
------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit
Pass-Through Certificates, Series 1993-191, Cl. PD, 5.40%, 4/25/04 1,500,000 1,365,300
</TABLE>
5 Oppenheimer Investment Grade Bond Fund
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statement of Investments (Continued)
------------------------------------------------------------------------------------------------------

Face Market Value
Amount See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FHLMC/FNMA/Sponsored
(continued) Federal National Mortgage Assn., Interest-Only Collateralized Mortgage
Obligation Gtd. Real Estate Mortgage Investment Conduit Pass-Through
Certificates, Trust 1992 G-57, Cl. SA, 44.60%, 10/25/22(1) $ 568,843 $ 443,698
------------
7,108,596

- -----------------------------------------------------------------------------------------------------------------------------------
GNMA/Guaranteed:--4.2% Government National Mortgage Assn.:
10%, 11/15/09 595,139 622,481
12%, 1/15/99 24,402 25,944
12%, 1/15/99 66,980 71,210
12%, 5/15/14 2,184 2,423
12.75%, 6/15/15 44,137 49,704
15%, 2/15/12 26,167 30,505
8%, 10/15/05 243,215 239,689
8%, 10/15/06 377,529 371,447
8%, 6/15/05 125,505 123,686
8%, 6/15/05 97,196 95,787
8%, 6/15/05 132,000 130,087
8%, 7/15/05 222,830 219,600
8%, 7/15/05 326,463 321,730
8%, 7/15/05 109,149 107,567
8%, 7/15/06 167,313 164,618
8%, 7/15/06 216,029 212,549
8%, 8/15/05 135,305 133,344
8%, 8/15/05 146,311 144,190
8%, 9/15/05 309,653 305,163
8%, 9/15/05 158,612 156,312
9%, 2/15/09 22,973 23,335
9%, 2/15/09 234,544 238,238
9%, 3/15/09 167,088 169,720
9%, 3/15/09 25,494 25,896
9%, 5/15/09 28,368 28,815
9%, 6/15/09 159,386 161,897
------------
4,175,937

- -----------------------------------------------------------------------------------------------------------------------------------
Other--2.0% JHM Acceptance Corp., 8.96% Collateralized Mortgage Obligation Bonds,
Series E, Cl. E-6, 4/1/19 2,000,000 2,008,900
------------
Total Mortgage-Backed Obligations (Cost $14,177,957) 13,293,433

==========================================================
==========================================================
===============
U.S. Government Obligations--43.8%
- -----------------------------------------------------------------------------------------------------------------------------------
Agency--3.8%
- -----------------------------------------------------------------------------------------------------------------------------------
Government Agency/
Full Faith--3.8% Allentown, Pennsylvania, U.S. Government Gtd. Nts.,
Series A, 8.74%, 8/1/01 65,000 66,092
------------------------------------------------------------------------------------------------------
Babylon, New York, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 115,000 104,767
------------------------------------------------------------------------------------------------------
Bakersfield, California, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 255,000 232,311
------------------------------------------------------------------------------------------------------
Boston, Massachusetts, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 795,000 724,262
------------------------------------------------------------------------------------------------------
Buena Vista Township, New Jersey, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 270,000 245,976

</TABLE>

6 Oppenheimer Investment Grade Bond Fund

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------

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

Face Market Value
Amount See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Government Agency/
Full Faith (continued) Buffalo, New York, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 $ 400,000 $ 364,409
------------------------------------------------------------------------------------------------------
Detroit, Michigan, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 405,000 368,964
------------------------------------------------------------------------------------------------------
Fajardo, Puerto Rico, U.S. Government Gtd. Nts.,
Series A, 8.74%, 8/1/01 300,000 305,042
------------------------------------------------------------------------------------------------------
New Haven, Connecticut, U.S. Government Gtd. Nts.,
Series A, 8.74%, 8/1/01 400,000 406,722
------------------------------------------------------------------------------------------------------
Roanoke, Virginia, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 220,000 200,425
------------------------------------------------------------------------------------------------------
Sacramento County, California Redevelopment Agency U.S. Government
Gtd. Nts., Series 94A, 5.93%, 8/1/99 240,000 218,390
------------------------------------------------------------------------------------------------------
Tacoma, Washington, U.S. Government Gtd. Nts.,
Series 94A, 5.93%, 8/1/99 165,000 150,319
------------------------------------------------------------------------------------------------------
Trenton, New Jersey, U.S. Government Gtd. Nts.,
Series A, 5.93%, 8/1/99 135,000 122,988
------------------------------------------------------------------------------------------------------
Tujillo Alto, Puerto Rico, U.S. Government Gtd. Nts.,
Series A, 8.74%, 8/1/01 235,000 238,949
------------
3,749,616

- -----------------------------------------------------------------------------------------------------------------------------------
Treasury--40.0% U.S. Treasury Bonds:
7.125%, 2/15/23 4,000,000 3,638,748
7.25%, 8/15/22 4,900,000 4,521,778
7.875%, 2/15/21 900,000 888,188
8%, 11/15/21 2,000,000 2,006,874
------------------------------------------------------------------------------------------------------
U.S. Treasury Notes:
6.375%, 8/15/02 2,750,000 2,519,687
7%, 4/15/99 10,700,000 10,372,312
7.25%, 8/15/04 10,000,000 9,600,000
8.50%, 7/15/97 6,400,000 6,504,000
------------
40,051,587
------------
Total U.S. Government Obligations (Cost $47,152,705) 43,801,203

==========================================================
==========================================================
===============
Foreign Government
Obligations--0.9% Iceland (Republic of) Nts., 6.125%, 2/1/04 (Cost $989,168) 1,000,000 857,030

==========================================================
==========================================================
===============
Corporate Bonds and Notes--29.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Basic Materials--5.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Chemicals--0.4% Imcera Group, Inc., 6% Nts., 10/15/03 500,000 424,747
- -----------------------------------------------------------------------------------------------------------------------------------
Metals--3.5% AMAX, Inc., 9.875% Nts., 6/13/01 1,000,000 1,041,957
------------------------------------------------------------------------------------------------------
Newmont Mining Corp., 8.625% Nts., 4/1/02 1,000,000 985,022
------------------------------------------------------------------------------------------------------
Teck Corp., 8.70% Debs., 5/1/02 1,500,000 1,479,052
------------
3,506,031

- -----------------------------------------------------------------------------------------------------------------------------------
Paper and Forest
Products--1.6% Georgia-Pacific Corp., 9.95% Debs., 6/15/02 1,500,000 1,600,647
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--3.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Automotive--1.1% Chrysler Corp., 10.40% Nts., 8/1/99 1,000,000 1,048,078
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Goods and
Services--1.0% Toro Co. (The), 11% Debs., 8/1/17 1,000,000 1,041,250
- -----------------------------------------------------------------------------------------------------------------------------------
Media--0.9% News America Holdings, Inc., 7.50% Gtd. Sr. Nts., 3/1/00 1,000,000 945,495
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--2.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Food--1.0% Wendy's International, Inc., 12.125% Debs., 4/1/95 1,000,000 1,010,211
- -----------------------------------------------------------------------------------------------------------------------------------
Healthcare--1.0% Baxter International, Inc., 9.25% Nts., 9/15/96 1,000,000 1,018,178

</TABLE>

7 Oppenheimer Investment Grade Bond Fund

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statement of Investments (Continued)
------------------------------------------------------------------------------------------------------

Face Market Value
Amount See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Energy--4.5% Enron Corp., 8.10% Nts., 12/15/96 $1,500,000 $ 1,499,236
------------------------------------------------------------------------------------------------------
Union Oil Co. of California, 8.75% Nts., 8/15/01 1,500,000 1,517,873
------------------------------------------------------------------------------------------------------
Union Oil Co. of California, 9.625% Gtd. Debs., 5/15/95 1,500,000 1,513,434
------------
4,530,543

- -----------------------------------------------------------------------------------------------------------------------------------
Financial--5.9% Ford Motor Credit Co., 9.90% Med.-Term Nts., 11/6/97 2,000,000
2,057,252
------------------------------------------------------------------------------------------------------
Goldman Sachs Group, LP, 6.20% Nts., 2/15/01 1,500,000 1,312,969
------------------------------------------------------------------------------------------------------
Leucadia National Corp., 7.75% Sr. Nts., 8/15/13 2,000,000 1,757,329
------------------------------------------------------------------------------------------------------
PaineWebber Group, Inc., 6.50% Nts., 11/1/05 1,000,000 794,856
------------
5,922,406

- -----------------------------------------------------------------------------------------------------------------------------------
Industrial--3.8%
- -----------------------------------------------------------------------------------------------------------------------------------
General Industrial--1.0% Thomas & Betts Corp., 8.25% Sr. Nts., 1/15/04 1,000,000 976,858
- -----------------------------------------------------------------------------------------------------------------------------------
Transportation--2.8% AMR Corp., 9% Debs., 8/1/12 1,500,000 1,353,010
------------------------------------------------------------------------------------------------------
United Air Lines, Inc., 10.11% Equipment Trust Certificates,
Series 91B, 2/19/06 1,449,687 1,409,815
------------
2,762,825

- -----------------------------------------------------------------------------------------------------------------------------------
Technology--3.3%
- -----------------------------------------------------------------------------------------------------------------------------------
Aerospace/Defense--3.3% McDonnell Douglas Corp., 9.25% Nts., 4/1/02 2,750,000
2,812,540
------------------------------------------------------------------------------------------------------
Textron, Inc., 9.55% Med.-Term Nts., 3/19/01 500,000 525,255
------------
3,337,795

- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--1.0% Tenaga Nasional Berhad, 7.875% Nts., 6/15/04(2) 1,000,000 951,846
------------
Total Corporate Bonds and Notes (Cost $30,473,758) 29,076,910

Shares
==========================================================
==========================================================
===============
Common Stocks--0.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--0.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Food Processing--0.0% Doskocil Cos., Inc. (Cost $0) 1,761 13,208
- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $114,904,658) 109.0% 109,061,109
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets (9.0) (8,970,361)
---------- ------------
Net Assets 100.0% $100,090,748
==========
============

<FN>
1. Interest rate resets monthly, inversely related to LIBOR. Interest-Only Strips represent the right
to receive the monthly interest payments on an underlying pool of mortgage loans. These securities are
subject to the risk of accelerated principal paydowns as interest rates decline. The principal amount
represents the notional amount on which current interest is calculated.
2. Restricted security--See Note 6 of Notes to Financial Statements.

See accompanying Notes to Financial Statements.
</FN>
</TABLE>

8 Oppenheimer Investment Grade Bond Fund

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statement of Assets and Liabilities December 31, 1994
------------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
<S> <C> <C>
Assets Investments, at value (cost $114,904,658)--see accompanying statement $109,061,109
------------------------------------------------------------------------------------------------------
Receivables:
Interest and principal paydowns 1,694,107
Shares of beneficial interest sold 202,489
------------------------------------------------------------------------------------------------------
Other 55,797
------------
Total assets 111,013,502

==========================================================
==========================================================
===============
Liabilities Bank overdraft 57,356
------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 9,823,047
Dividends 646,989
Shares of beneficial interest redeemed 258,588
Distribution and service plan fees--Note 4 65,541
Deferred trustee fees--Note 5 18,086
Other 53,147
------------
Total liabilities 10,922,754

==========================================================
==========================================================
===============
Net Assets $100,090,748
============

==========================================================
==========================================================
===============
Composition of
Net Assets Paid-in capital $110,009,506
------------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income (204,894)
------------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) from investment transactions (3,870,315
------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments--Note 3 (5,843,549)
-------------
Net assets $100,090,748
=============

==========================================================
==========================================================
===============
Net Asset Value
Per Share Class A Shares:
Net asset value and redemption price per share (based on net assets of
$96,639,607 and 9,653,273 shares of beneficial interest outstanding) $10.01
Maximum offering price per share (net asset value plus sales charge of 4.75% of
offering price) $10.51
------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price and offering price per share (based on net
assets of $3,451,141 and 344,660 shares of beneficial interest outstanding) $10.01

</TABLE>

See accompanying Notes to Financial Statements.

9 Oppenheimer Investment Grade Bond Fund

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statement of Operations For the Year Ended December 31, 1994
------------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
<S> <C> <C>
Investment Income Interest $ 7,667,379
==========================================================
==========================================================
===============
Expenses Management fees--Note 4 522,205
------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A--Note 4 247,136
Class B--Note 4 26,383
------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 4 184,806
------------------------------------------------------------------------------------------------------
Shareholder reports 80,889
------------------------------------------------------------------------------------------------------
Legal and auditing fees 13,761
------------------------------------------------------------------------------------------------------
Trustees' fees and expenses 12,864
------------------------------------------------------------------------------------------------------
Custodian fees and expenses 12,743
------------------------------------------------------------------------------------------------------
Registration and filing fees:
Class A 162
Class B 603
------------------------------------------------------------------------------------------------------
Other 28,219
-----------
Total expenses 1,129,771

==========================================================
==========================================================
===============
Net Investment Income (Loss) 6,537,608

==========================================================
==========================================================
===============
Realized and Unrealized Gain
(Loss) on Investments Net realized gain (loss) on investments (2,274,518)
------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments (8,559,673)
-----------
Net realized and unrealized gain (loss) on investments (10,834,191)

==========================================================
==========================================================
===============
Net Increase (Decrease) in Net Assets Resulting From Operations $(4,296,583)
===========

</TABLE>

See accompanying Notes to Financial Statements.

10 Oppenheimer Investment Grade Bond Fund

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
Statements of Changes in Net Assets
------------------------------------------------------------------------------------------------------

Year Ended December 31,
1994 1993
==========================================================
==========================================================
===============
<S> <C> <C> <C>
Operations Net investment income (loss) $6,537,608 $ 6,955,080
------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments (2,274,518) 3,772,429
------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments (8,559,673) 22,233
------------ ------------
Net increase (decrease) in net assets resulting from operations (4,296,583) 10,749,742

==========================================================
==========================================================
===============
Dividends and Distributions
To Shareholders Dividends from net investment income:
Class A ($.6539 and $.707 per share, respectively) (6,381,575) (7,067,709)
Class B ($.5754 and $.42 per share, respectively) (156,032) (33,652)
------------------------------------------------------------------------------------------------------
Dividends in excess of net investment income:
Class A ($.0306 per share) (298,880) --
Class B ($.027 per share) (7,308) --

==========================================================
==========================================================
===============
Beneficial Interest
Transactions Net increase (decrease) in net assets resulting from
Class A beneficial interest transactions--Note 2 (3,255,547) 802,199
------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
Class B beneficial interest transactions--Note 2 1,918,288 1,828,205

==========================================================
==========================================================
===============
Net Assets Total increase (decrease) (12,477,637) 6,278,785
------------------------------------------------------------------------------------------------------
Beginning of period 112,568,385 106,289,600
------------ ------------
End of period (including overdistributed net investment
income of $204,894 and $56,074, respectively) $100,090,748 $112,568,385
============
============

</TABLE>

See accompanying Notes to Financial Statements.

11 Oppenheimer Investment Grade Bond Fund

<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) N/A N/A N/A N/A (4.53)% 3.91%

<FN>
1. For the period from May 1, 1993 (inception of offering) to December 31, 1993.

3. On March 28, 1991, Oppenheimer Management Corporation became the investment advisor to the
Fund.

4. Net investment income would have been $.87 absent the voluntary expense limitation, resulting in
an expense ratio of 1.26%.

6. Annualized.

See accompanying Notes to Financial Statements.
</FN>
</TABLE>
12 Oppenheimer Investment Grade Bond Fund
<PAGE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------------------------------------------
==========================================================
==========================================================
===============
1. Significant

</TABLE>
<TABLE>
<S> <C>
Accounting Policies Oppenheimer Investment Grade Bond Fund (the Fund) is a separate fund of Oppenheimer Integrity
Funds, a diversified, open-end management investment company registered under the Investment
Company Act of 1940, as amended. The Fund's investment advisor is Oppenheimer Management
Corporation (the Manager).
The Fund offers both Class A and Class B shares. Class A shares are sold with a front-end sales
charge. Class B shares may be subject to a contingent deferred sales charge. Both classes of shares
have identical rights to earnings, assets and voting privileges, except that each class has its own
distribution and/or service plan, expenses directly attributable to a particular class and exclusive
voting rights with respect to matters affecting a single class. Class B shares will automatically
convert to Class A shares six years after the date of purchase. The following is a summary of
significant accounting policies consistently followed by the Fund.
-----------------------------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York time) on each trading
day. Long-term debt securities are valued by a portfolio pricing service approved by the Board of
Trustees. Long-term debt securities which cannot be valued by the approved portfolio pricing service
are valued using dealer-supplied valuations provided the Manager is satisfied that the firm rendering
the quotes is reliable and that the quotes reflect current market value, or under consistently
applied procedures established by the Board of Trustees to determine fair value in good faith.
Short-term debt securities having a remaining maturity of 60 days or less are valued at cost (or last
determined market value) adjusted for amortization to maturity of any premium or discount. Forward
foreign currency contracts are valued at the closing price on the London foreign exchange market on
a
daily basis. Options are valued based upon the last sale price on the principal exchange on which the
option is traded or, in the absence of any transactions that day, the value is based upon the last
sale on the prior trading date if it is within the spread between the closing bid and asked prices.
If the last sale price is outside the spread, the closing bid or asked price closest to the last
reported sale price is used.
-----------------------------------------------------------------------------------------------------
Allocation of Income, Expenses and Gains and Losses. Income, expenses (other than those attributable
to a specific class) and gains and losses are allocated daily to each class of shares based upon the
relative proportion of net assets represented by such class. Operating expenses directly attributable
to a specific class are charged against the operations of that class.
-----------------------------------------------------------------------------------------------------
Federal Income Taxes. The Fund intends to continue to comply with provisions of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of its taxable income,
including any net realized gain on investments not offset by loss carryovers, to shareholders.
Therefore, no federal income tax provision is required. At December 31, 1994, the Fund had available
for federal income tax purposes an unused capital loss carryover of approximately $3,738,000,
$442,000 of which will expire in 1997, $958,000 in 1998 and $2,338,000 in 2002.
-----------------------------------------------------------------------------------------------------
Distributions to Shareholders. The Fund intends to declare dividends separately for Class A and Class
B shares from net investment income each day the New York Stock Exchange is open for business and
pay such dividends monthly. Distributions from net realized gains on investments, if any, will be
declared at least once each year.
-----------------------------------------------------------------------------------------------------
Change in Accounting for Distributions to Shareholders. Net investment income (loss) and net realized
gain (loss) may differ for financial statement and tax purposes primarily because of paydown gains
and losses. The character of the distributions made during the year from net investment income or net
realized gains may differ from their ultimate characterization for federal income tax purposes. Also,
due to timing of dividend distributions, the fiscal year in which amounts are distributed may differ
from the year that the income or realized gain (loss) was recorded by the Fund. Effective January 1,
1994, the Fund adopted Statement of Position 93-2: Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distributions by Investment Companies.
As a result, the Fund changed the classification of distributions to shareholders to better disclose
the
differences between financial statement amounts and distributions determined in accordance with
income tax regulations. Accordingly, subsequent to December 31, 1993, amounts have been reclassified
to reflect a decrease in paid-in capital of $29,803, an increase in undistributed net investment
income of $42,134, and an increase in undistributed capital loss on investments of $12,331. During
the year ended December 31, 1994, in accordance with Statement of Position 93-2, undistributed net
investment income was increased by $115,233 and undistributed capital loss on investments was
increased by the same amount.

</TABLE>

13 Oppenheimer Investment Grade Bond Fund
<PAGE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
-----------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
1. Significant
Accounting Policies
(continued) Other. Investment transactions are accounted for on the date the investments are purchased or sold
(trade date). Discount on securities purchased is amortized over the life of the respective
securities, in accordance with federal income tax requirements. Realized gains and losses on
investments and unrealized appreciation and depreciation are determined on an identified cost basis,
which is the same basis used for federal income tax purposes.

==========================================================
==========================================================
===============
2. Shares of
Beneficial Interest The Fund has authorized an unlimited number of no par value shares of beneficial interest of each
class. Transactions in shares of beneficial interest were as follows:
<CAPTION>
Year Ended December 31, 1994 Year Ended December 31, 1993(1)
---------------------------- ---------------------------------
Shares Amount Shares Amount
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A:
Sold 1,071,379 $ 11,256,317 2,953,788 $ 33,325,053
Dividends reinvested 323,100 3,353,309 259,953 2,897,712
Redeemed (1,704,508) (17,865,173) (3,149,098) (35,420,566)
--------- ------------ --------- ------------
Net increase (decrease) (310,029) $ (3,255,547) 64,643 $ 802,199
========= ============ =========
============
-----------------------------------------------------------------------------------------------------
Class B:
Sold 293,817 $ 3,089,618 195,606 $ 2,198,191
Dividends reinvested 11,974 123,504 2,293 25,726
Redeemed (123,969) (1,294,834) (35,061) (395,712)
--------- ------------ --------- ------------
Net increase 181,822 $ 1,918,288 162,838 $ 1,828,205
========= ============ =========
============

1. For the year ended December 31, 1993 for Class A shares and for the period from May 1, 1993
(inception of offering) to December 31, 1993 for Class B shares.

==========================================================
==========================================================
===============
<S> <C>
3. Unrealized Gains and
Losses on Investments At December 31, 1994, net unrealized depreciation on investments of $5,843,549 was composed
of gross
appreciation of $404,576, and gross depreciation of $6,248,125.

==========================================================
==========================================================
===============
4. Management Fees
And Other Transactions
With Affiliates Management fees paid to the Manager were in accordance with the investment advisory agreement
with the Fund which provides for an annual fee of .50% on the first $100 million of net assets with a
reduction of .05% on each $200 million thereafter, to .35% on net assets in excess of $500 million.
The Manager has agreed to reimburse the Fund if aggregate expenses (with specified exceptions) exceed
the most stringent applicable regulatory limit on Fund expenses.

For the year ended December 31, 1994, commissions (sales charges paid by investors) on sales of
Class A shares totaled $143,088, of which $67,090 was retained by Oppenheimer Funds Distributor,
Inc. (OFDI), a subsidiary of the Manager, as general distributor, and by an affiliated broker/dealer.
During the year ended December 31, 1994, OFDI received contingent deferred sales charges of $8,916
upon redemption of Class B shares, as reimbursement for sales commissions advanced by OFDI at the
time of sale of such shares.

Oppenheimer Shareholder Services (OSS), a division of the Manager, is the transfer and
shareholder servicing agent for the Fund, and for other registered investment companies. OSS's total
costs of providing such services are allocated ratably to these companies.

Under separate approved plans, each class may expend up to .25% of its net assets annually to
reimburse OFDI for costs incurred in connection with the personal service and maintenance of accounts
that hold shares of the Fund, including amounts paid to brokers, dealers, banks and other
institutions. In addition, Class B shares are subject to an asset-based sales charge of .75% of net
assets annually, to reimburse OFDI for sales commissions paid from its own resources at the time of
sale and associated financing costs. In the event of termination or discontinuance of the Class B
plan, the Board of Trustees may allow the Fund to continue payment of the asset-based sales charge to
OFDI for distribution expenses incurred on Class B shares sold prior to termination or discontinuance
of the plan. During the year ended December 31, 1994, OFDI paid $154,100 to an affiliated
broker/dealer as reimbursement for Class A personal service and maintenance expenses and retained
$27,341 as reimbursement for Class B sales commissions and service fee advances, as well as financing
costs.

</TABLE>

14 Oppenheimer Investment Grade Bond Fund

<PAGE>

<TABLE>
==========================================================
==========================================================
===============
<S> <C>
5. Deferred Trustee
Compensation A former trustee elected to defer receipt of fees earned. These deferred fees earn interest at a rate
determined by the current Board of Trustees at the beginning of each calendar year, compounded each
quarter-end. As of December 31, 1994, the Fund was incurring interest at a rate of 5.22% per annum.
Deferred fees are payable in annual installments, with accrued interest, each April 1 through 1995.

==========================================================
==========================================================
===============
6. Restricted
Securities The Fund owns securities purchased in private placement transactions, without registration under the
Securities Act of 1933 (the Act). The securities are valued under methods approved by the Board of
Trustees as reflecting fair value. The Fund intends to invest no more than 10% of its net assets
(determined at the time of purchase) in restricted and illiquid securities, excluding securities
eligible for resale pursuant to rule 144A of the Act that are determined to be liquid by the Board of
Trustees or by the Manager under Board-approved guidelines.

Valuation Per Unit
Security Acquisition Date Cost Per Unit of December 31, 1994
-----------------------------------------------------------------------------------------------------

Tenaga Nasional Berhad 7.875% Nts., 6/15/04(1) 9/27/94 $96.79 $95.18

1. Transferable under Rule 144A of the Act.

</TABLE>

Appendix A: Description of Securities Ratings

Description of Standard & Poor's Corporation ("Standard & Poor's") and
Moody's Investors Service, Inc. ("Moody's") commercial paper, note and
bond ratings:

Commercial Paper Ratings

Standard & Poor's commercial paper ratings are graded into four
categories, ranging from "A" for the highest quality obligations to "D"
for the lowest. The "A-l" and "A-2" categories are described as follows:

"A" - Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are further
refined with the designations 1, 2, and 3 to indicate the relative degree
of safety.

"A-l" - This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics will be noted
with a plus (+) sign designation.

"A-2" - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for
issues designated "A-l."

Moody's employs three designations, all judged to be investment grade, to
indicate the relative repayment ability of rated issuers. The two highest
designations are as follows:

Issuers (or supporting institutions) rated Prime-1 (or P-1) have a
superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will normally be evidenced by many of the
following characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structure with moderate reliance on
debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

Issuers (or supporting institutions) rated Prime-2 (or P-2) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to
a lesser degree. Earnings trends and coverage ratios, while sound, may be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

Standard & Poor's ratings for Municipal Notes due in three years or less
are:

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

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

Bond Ratings

Standard & Poor's describes its four highest ratings for corporate
bonds as follows:

AAA: Debt rated "AAA" has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.

AA: Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differ from the higher rated issues only in a small
degree.

A: Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.

BBB: Debt rated "BBB" is regarded as having an adequate capacity to
pay interest and repay principal. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this
category than for bonds rated "A."

BB, B, CCC, CC:

Bonds rated "BB," "B," "CCC" and "CC" 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. "BB" indicates the lowest degree of speculation and "CC"
the highest degree. While such bonds will likely have some quality
and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

C, D:

Bonds on which no interest is being paid are rated "C." Bonds rated
"D" are in default and payment of interest and/or repayment of
principal is in arrears.

The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

Moody's describes its corporate bond ratings as follows:

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

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

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

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

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

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

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

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

C: Bonds rated "C" can be regarded as having extremely poor prospects
of ever attaining any real investment standing.

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

<PAGE>

Appendix B: Industry Classifications

Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Transmission
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking

<PAGE>

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 80202-4918

<PAGE>

O P P E N H E I M E R
Value Stock Fund

Prospectus dated May 1, 1995

Oppenheimer Value Stock Fund (the "Fund") is a mutual fund with the
investment objective of seeking long-term growth of capital and income
primarily through investments in stocks of well established companies.
You should carefully review the risks associated with an investment in the
Fund.

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 May 1, 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, nor are
they guaranteed by any bank are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.

<PAGE>

Contents

ABOUT THE FUND

Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund

ABOUT YOUR ACCOUNT

How to Buy Shares
Class A Shares
Class B Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes

<PAGE>

ABOUT THE FUND

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 __ through __ for an explanation of how and when these charges
apply.

Class A Shares Class B Shares
<S> <C> <C>
Maximum Sales Charge on Purchases
(as a % of offering price) 5.75% None
Sales Charge on Reinvested DividendsNone None
Deferred Sales Charge
(as a % of the lower of the original
purchase price or redemption proceeds)None(1) 5% in the first year,
declining to 1% in the
sixth year and eliminated
thereafter
Exchange Fee None None

</TABLE>

(1) If you invest more than $1 million in Class A shares, 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.

- 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. Those
expenses are detailed in the Fund's Financial Statements and the Statement
of Additional Information.

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 12b-1 Distribution Plan Fees for
Class A shares are Service Plan Fees (the fee is 0.25% of average annual
net assets of that class), and for Class B shares, the 12b-1 Distribution
Plan Fees are the Distribution and Service Plan Fee (the service fee is
0.25% of average annual net assets of that class) and the asset-based
sales charge of 0.75%. The actual expenses for each class of shares in
future years may be more or less, depending on a number of factors,
including the actual amount of the assets represented by each class of
shares. These Plans are discussed in greater detail in "How to Buy
Shares."

<TABLE>
<CAPTION>
Class A Shares Class B Shares
<S> <C> <C>
Management Fees 0.75% 0.75%
12b-1 Distribution and/or Plan Fees0.25%(1) 1.00%(2)
Other Expenses 0.27% 0.26%
Total Fund Operating Expenses 1.27% 2.01%

<FN>
___________
(1) Service Plan fees only
(2) Includes Service Plan fee and asset-based sales charge.
</TABLE>

- Examples. To try to show the effect of the 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, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses chart above. 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:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years*
<S> <C> <C> <C> <C>
Class A Shares $70 $95 $123 $202
Class B Shares $70 $93 $128 $197

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

Class A Shares $70 $95 $123 $202
Class B Shares $20 $63 $108 $197

<FN>
* 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 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.
</TABLE>

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

- What Is The Fund's Investment Objective? The Fund seeks long-term
growth of capital and income primarily through investments in stocks of
well established companies.

- What Does The Fund Invest In? Under normal market conditions the
Fund primarily invests in a diversified portfolio of (i) common stocks
that pay cash dividends, (ii) securities convertible into common stocks,
and (iii) other equity securities issued by companies with a market
capitalization of at least $500 million or with a history of at least five
years of operations as a public company, and which are listed on a
national securities exchange or traded in the over-the-counter markets.
The Fund will invest primarily in cash dividend-paying stocks. The Fund
may also write covered calls and use certain 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 ___.

- 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 Manager handles the day-to-day business of the
Fund. The Fund also has a sub-adviser, Concert Capital Management, Inc.
(the "Sub-Adviser") who is responsible for choosing the Fund's
investments. The Fund has a portfolio manager, David B. Salerno, who is
employed by the Sub-Adviser and is primarily responsible for the selection
of the Fund's securities. The Manager is paid a management fee by the
Fund, and the Manager, not the Fund, pays the Sub-Adviser. The Fund's
Board of Trustees, elected by shareholders, oversees the Manager. Please
refer to "How the Fund is Managed," starting on page ___ for more
information about the Manager and the Sub-Adviser and their fees.

- How Risky Is The Fund? All investments carry risks to some
degree. The Fund's investments in stocks are subject to changes in their
value from a number of factors such as changes in general stock market
movements or changes in value of a particular stock because of an event
affecting the issuer. These changes affect the value of the Fund's
investments and its price per share. In the OppenheimerFunds spectrum,
the Fund is generally more conservative than aggressive growth funds, but
more aggressive than money market or growth and income funds. While the
Sub-Adviser 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 ___
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 and Automatic
Investment Plan under AccountLink. Please refer to "How to Buy Shares"
starting on page ___ for more details.

- Will I Pay A Sales Charge To Buy Shares? The Fund has two classes
of shares. Both have the same investment portfolio but different
expenses. Class A shares are offered with a front-end sales charge,
starting at 5.75%, and reduced for larger purchases. Class B shares are
offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge (starting at 5% and declining as shares
are held longer) if redeemed within 6 years of purchase. There is also
an annual asset-based sales charge on Class B shares. Please review "How
to Buy Shares" starting on page ___ 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. Please refer to "How to Sell Shares" starting on page ___. The
Fund also offers exchange privileges to other OppenheimerFunds, described
in "How to Exchange Shares" on page ___.

- How Has The Fund Performed? The Fund measures its performance by
quoting its average annual total return and cumulative total return, which
measure historical performance. Those total returns can be compared to
the returns (over similar periods) of other funds. 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 ___. 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. The
information in the table for the fiscal periods prior to 1991 was audited
by the Fund's previous independent auditors.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------------------------

Class A Class B
------------------------------------------------------------------------------- ----------------
Year Ended Year Ended
December 31, December 31,
1994 1993 1992 1991(3) 1990 1989 1988 1987 1986(2) 1994 1993(1)
==========================================================
==========================================================
============
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C>
Per Share Operating Data:
Net asset value,
beginning of period $ 14.41 $ 14.19 $ 13.57 $ 11.39 $ 12.08 $ 10.47 $ 9.51 $ 9.98 $ 10.16 $ 14.35 $ 14.60
Income from investment
operations:
Net investment income .31 .29 .32 .33 .37 .40 .33 .34 .01 .17 .17
Net realized and unrealized
gain (loss) on investments .16 .98 .97 2.49 (.57) 1.87 1.15 (.22) (.19) .19 .51
------- ------- ------- ------- ------- ------- ------- ------ ------- ------- -------
Total income (loss) from
investment operations .47 1.27 1.29 2.82 (.20) 2.27 1.48 .12 (.18) .36 .68

- --------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net
investment income (.31) (.29) (.32) (.33) (.39) (.41) (.33) (.41) -- (.21) (.17)
Dividends in excess of net
investment income (.01) -- -- -- -- -- -- -- -- (.01) --
Distributions from net realized
gain on investments (.40) (.76) (.35) (.31) (.10) (.25) (.19) (.18) -- (.40) (.76)
------- ------- ------- ------- ------- ------- ------- ------ ------- ------- -------
Total dividends and
distributions to shareholders (.72) (1.05) (.67) (.64) (.49) (.66) (.52) (.59) -- (.62) (.93)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period $ 14.16 $ 14.41 $ 14.19 $ 13.57 $ 11.39 $ 12.08 $ 10.47 $ 9.51 $ 9.98 $ 14.09 $ 14.35
======= ======= ======= ======= ======= =======
======= ====== ======= ======= =======

==========================================================
==========================================================
============
Total Return, at Net Asset
Value(4) 3.28% 8.97% 9.61% 25.23% (1.53)% 21.93% 15.61% 1.10% (1.77)% 2.50%
4.63%

==========================================================
==========================================================
============
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $92,728 $90,470 $59,376 $49,381 $40,153 $37,713 $27,434 $19,377 $20,162 $10,893
$5,158
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets
(in thousands) $90,158 $80,229 $53,485 $45,581 $39,104 $33,742 $24,658 $22,322 $ --(2) $7,834 $2,527
- --------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding at
end of period (in thousands) 6,548 6,280 4,184 3,639 3,526 3,122 2,620 2,039 2,021 773 359
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 2.16% 1.97% 2.34% 2.59% 3.22% 3.51% 3.45% 3.15% --(2) 1.45%
.97%(5)
Expenses, before voluntary
reimbursement 1.27% 1.24% 1.19% 1.31% 1.36% 1.40% 1.21% .70% --(2) 2.01%
2.14%(5)
Expenses, net of voluntary
reimbursement N/A N/A N/A 1.26% 1.30% 1.30% 1.19% N/A --(2) N/A N/A
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6) 16.3% 24.3% 12.3% 14.5% 13.5% 14.9% 13.1% 10.8% --(2) 16.3%
24.3%

<FN>
1. For the period from May 1, 1993 (inception of offering) to December 31, 1993.
2. For the period from December 22, 1986 to December 31, 1986. Ratios during this development
period would not be indicative of representative results.
3. On March 28, 1991, Oppenheimer Management Corporation became the investment advisor to the
Fund.
4. Assumes a hypothetical initial investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional shares on the
reinvestment date, and redemption at the net asset value calculated on the last business day of
the fiscal period. Sales charges are not reflected in the total returns.
5. Annualized.
6. The lesser of purchases or sales of portfolio securities for a period, divided by the
monthly average of the market value of portfolio securities owned during the period. Securities
with a maturity or expiration date at the time of acquisition of one year or less are excluded
from the calculation. Purchases and sales of investment securities (excluding short-term
securities) for the year ended December 31, 1994 were $20,227,936 and $14,410,677,
respectively.
</FN>
</TABLE>

<PAGE>

Investment Objective and Policies

Objective. The Fund seeks long-term growth of capital and income
primarily through investments in stocks of well established companies.
Investment Policies and Strategies. In seeking its investment objective
the Fund will invest, under normal market conditions, in a diversified
portfolio of (i) common stocks that pay cash dividends, (ii) securities
convertible into common stocks, and (iii) other equity securities issued
by companies with a market capitalization of at least $500 million or with
a history of at least five years of operations as a public company, and
which are listed on a national securities exchange or traded in the over-
the-counter markets. The Fund will invest primarily in cash dividend-
paying stocks. To provide liquidity or for temporary defensive purposes,
the Fund may invest all or any portion of its assets in high-quality,
short-term money market instruments.

Concert Capital Management, Inc. (the "Sub-Adviser") will seek to
invest in the securities of companies which, in its opinion, are of high
quality, offer above-average dividend growth potential and are
attractively valued in the marketplace. This would include stocks selling
below their historical price/earnings ranges relative to the Standard &
Poor's 500 Stock Index or below their historical price/book value ranges.
The Sub-Adviser will give strong consideration to securities of companies
whose current prices do not adequately reflect, in its opinion, the
ongoing business value of the enterprise.

The Fund may try to hedge against losses in the value of its portfolio
securities by using hedging strategies described below. The Sub-Adviser
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.

- Investment Risks. Because of the types of companies the Fund
invests in and the investment techniques the Fund uses, some of which may
be speculative, the Fund is designed for those investors who are investing
for the long-term and who are willing to accept greater risks of loss of
their capital in the hope of achieving capital appreciation. Investing
for capital appreciation entails the risk of loss of all or part of your
principal. There is no assurance that the Fund will achieve its
objective, and when you redeem your shares, they may be worth more or less
than what you paid for them.

Because the Fund can invest a substantial portion (or all) of its
assets in stocks, the value of the Fund's portfolio will be effected by
changes in the stock markets. This market risk will affect the Fund's net
asset values per share, which will fluctuate as the values of the Fund's
portfolio securities change. Not all sock prices change uniformly or at
the same time, and other factors can affect a particular stock's price
(for example, poor earnings reports by an issuer, loss of major customers,
major litigation against an issuer, changes in government regulations
affecting an industry). Not all of these factors can be predicted.
Changes in the overall market prices can occur at any time.

As discussed below, the Fund attempts to limit market risks by
diversifying its investments, that is, by not holding a substantial amount
of the stock of any one company. Also, the Fund does not concentrate its
investment in any one industry or group of industries

- 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 Sub-Adviser'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.

- 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.

- Securities of Foreign Governments and Companies. The Fund may
invest in debt and equity 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.

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.

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
and broadly-based securities indices. 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 hedging instruments the Fund may use are described below and in
greater detail in "Other Investment Techniques and Strategies" in the
Statement of Additional Information.

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. 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, tend
to increase the Fund's exposure to the securities market. Forward
contracts 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 or defensive reasons.

Futures. The Fund may buy and sell futures contracts that relate to
broadly-based securities indices (these are referred to as Stock Index
Futures).

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

The Fund may purchase calls only on Stock Index Futures, broadly-based
securities indices and foreign currencies, or to terminate its obligation
on a call the Fund previously wrote. The Fund may write (that is, sell)
covered call options. 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). There is no limit on the amount of the Fund's total
assets that may be subject to covered 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 can purchase those puts that relate
to (1) securities the Fund owns, (2) Stock Index Futures (whether or not
the Fund owns that particular Stock Index Future in its portfolio), (3)
broadly-based Stock indices, or (4) foreign currencies.

The Fund may write puts on securities, broadly-based stock indices,
foreign currencies or Stock Index Futures. Writing puts requires the
segregation of liquid assets to cover the put. The Fund will not write
a put if it would require more than 50% of its net assets to be segregated
to cover the put obligation.

The Fund may buy and sell calls if certain conditions are met. Calls
the Fund buys or sells must be listed on a domestic or foreign securities
or commodities exchange or quoted on the Automated Quotation System of the
National Association of Securities Dealers, Inc. Each call the Fund
writes must be "covered" while it is outstanding; that means the Fund must
own the securities on which the call is written or it must own other
securities that are acceptable for the escrow arrangements required for
calls. After the Fund writes a call, not more than 25% of the Fund's
total assets may be subject to calls. In the case of puts and calls on
foreign currency, they must be traded on a securities or commodities
exchange, or quoted by recognized dealers in these options. The Fund may
also write calls on Futures Contracts it owns, but those calls 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. A call
or put option may not be purchased if the value of all of the Fund's put
and call options would exceed 5% of the Fund's total assets.

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 than what is
required for normal portfolio management. If the Sub-Adviser 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 the Fund is exercised on a
security that has increased in value, the Fund will be required to sell
the security at the call price and will not be able to realize any profit
if the security has increased in value above the call 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.
To limit its exposure in foreign currency exchange contracts, the Fund
limits its exposure to the amount of its assets denominated in the foreign
currency. Interest rate swaps are subject to credit risks (if the other
party fails to meet its obligations) and also to 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.

- Illiquid and Restricted Securities. Under the policies and
procedures 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). Certain restricted
securities, eligible for resale to qualified institutional purchasers, are
not subject to that limit.

- Loans of Portfolio Securities. To raise cash for liquidity purposes,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions. The Fund will receive collateral for a loan.
These loans are limited to not more than 25% of the value of the Fund's
net assets and are subject to the conditions described in the Statement
of Additional Information. The Fund presently does not intend to engage
in loans of securities that will exceed 5% of the value of the Fund's
total assets in the coming year.
- 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 of the securities under a repurchase agreement 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 15% of its net assets to be subject to repurchase
agreements having a maturity beyond 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.

- 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 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.

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 of 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 such 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 in 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 is a fund that issues its own shares,
has its own investment portfolio, and its own assets and liabilities.

The Trust is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the 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 shareholder meetings, it may hold 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
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 two classes of shares, Class A and
Class B. Both classes invest 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. The Manager has
entered into a contract with Concert Capital Management, Inc. ("Concert
Capital"), an indirect wholly-owned subsidiary of Massachusetts Mutual
Life Insurance Company ("MassMutual"), to act as the Fund's Sub-Adviser.
The Sub-Adviser is responsible for choosing the Fund's investments and its
duties and responsibilities are set forth in the contract with the
Manager. The Manager, not the Fund, pays the Sub-Adviser.

The Manager has operated as an investment adviser since 1959. The
Manager (including an affiliate) 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
MassMutual. The Sub-Adviser was created by MassMutual in 1982 and is
provided business services by it. The Sub-Adviser and MassMutual advise
investment companies and institutional clients.

The Manager, the Sub-Adviser and the Fund have a Code of Ethics. It
is designed to detect and prevent improper personal trading by certain
employees, including portfolio managers, that would compete with or take
advantage of the Fund's portfolio transactions. Compliance with the Code
of Ethics is carefully monitored and strictly enforced by the Manager.

- Portfolio Manager. The Portfolio Manager of the Fund (who is also
a Vice President of the Fund) is David B. Salerno, a Managing Director of
the Sub-Adviser. He has been responsible for the day-to-day management
of the Fund's portfolio since its inception in 1982. Mr. Salerno also
serves as a Senior Vice President of MML Series Investment Fund. 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, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.75% of the first $100 million of
the Fund's average annual net assets, 0.72% of the next $200 million,
0.69% of the next $200 million, and 0.66% of net assets in excess of $500
million. The Fund's management fee for its last fiscal year was 0.75% of
average annual net assets for both its Class A shares and 0.75% for Class
B shares.

Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser the
following annual fees, which decline on additional assets as the Fund
grows: 0.40% of the first $50 million of the Fund's average annual net
assets and 0.20% of net assets in excess of $50 million.

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. The Fund usually uses
brokers when buying portfolio securities. When deciding which brokers to
use, the Sub-Adviser is permitted by the sub-advisory agreement to
consider whether brokers have sold shares of the Fund or any other funds
for which the Manager or the Sub-Adviser or their 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" and "average annual total return" 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 returns 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 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, normally they include
the payment of the maximum initial 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. When total
returns are shown for Class B shares, they include the applicable
contingent deferred sales charge. Total Returns may also be quoted "at net
asset value", without including the contingent deferred sales charge, and
those returns would be reduced if the sales charges were deducted.

- Management's Discussion of Performance. During the first half of
the Funds's fiscal year ended December 31, 1994, the Fund's performance
was effected by the rise in short-term interest rates. As interest rates
rose and the markets grew more volatile the value of the Fund's assets
held in high-quality value stocks increased. During the second half of the
Fund's fiscal year, the market moved away from value stocks and toward
growth issues. In response to this movement, the Manager increased the
Fund's exposure to consumer related stocks and healthcare stocks which the
Manager viewed as having a better value and a potential for long-term
growth.

- Comparing the Fund's Performance to the Market. The charts below
show the performance of a hypothetical $10,000 investment in each class
of shares of the Fund held at December 31, 1994; in the case of Class A
shares, from the inception of the class on December 26, 1986, and in the
case of Class B shares, from the inception of the class on May 1, 1993.

The performance of each class of the Fund's shares is compared to the
performance of the S&P 500 Index, an unmanaged index of 500 widely-held
common stocks traded on the New York and American Stock Exchanges and the
over-the-counter market. It is widely recognized as a general measure of
stock market performance. It includes a factor for the reinvestment of
dividends but does not reflect expenses or taxes. Index performance
reflects 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.

Comparison of Change in Value
of $10,000 Hypothetical Investment in
Oppenheimer Value Stock Fund Class A Shares
and the S&P 500 Index

(Graphs)

Past Performance is not predictive of future performance.

ABOUT YOUR ACCOUNT

How to Buy Shares

Classes of Shares. The Fund offers investors two 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). If you purchase Class A
shares as part of an investment of at least $1 million in 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".

Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor.

- How Long Do You Expect To Hold Your Investment? The Fund is
designed for long-term 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. Because of the effect of
class-based expenses, your choice will also depend on how much you invest.

- How Much Do You Plan to Invest? If you plan to invest a
substantial amount over the long term, the reduced sales charges available
for larger purchases of Class A shares may offset the effect of paying an
initial sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher expenses on Class B shares, for which no
initial sales charge is paid. Additionally, dividends payable to Class
B shareholders will be reduced by the additional expenses borne solely by
Class B shares, such as the asset-based sales charge described below.

In general, if you plan to invest less than $100,000, Class B shares
may be more advantageous than Class A shares, using the assumptions in our
hypothetical example. However, if you plan to invest more than $100,000
(not only in the Fund, but possibly in other OppenheimerFunds as well),
then Class A shares generally will be more advantageous than Class B
shares, because of the effect of the reduction of initial sales charges
on larger purchases of Class A shares (described in "Reduced Sales Charges
for Class A Share Purchases," below). That is also the case because the
annual asset-based sales charge on Class B shares will have a greater
impact on larger investments than the initial sales charge on Class A
shares, because of the reductions of initial sales charge available for
larger purchases.

And for investors who invest $500,000 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 from
a single investor.

Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumptions stated above. Therefore, these examples
should not be relied on as rigid guidelines.

- Are There Differences in Account Features That Matter to You?
Because some account features may not be available to Class B
shareholders, or other features (such as Automatic Withdrawal Plans) might
not be advisable (because of the effect of contingent deferred sales
charge) in non-retirement accounts for Class B shareholders, you should
carefully review how you plan to use your investment account before
deciding which class of shares to buy. For example, not all other
OppenheimerFunds offer Class B shares limiting exchangability the Fund.
Share certificates are not available for Class B shares and if you are
considering using your shares as collateral, that may be a factor. Also,
because not all OppenheimerFunds currently offer Class B shares, and
because exchanges are permitted only to the same class of shares in other
OppenheimerFunds, you should consider how important the exchange privilege
is likely to be for you.

- 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 contingent deferred sales charge and asset-
based sales charge for Class B 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.

- 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 or Class B 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, to 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 Account Link 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 at 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 that time on each day The New York Stock 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, where purchases are not subject to an initial
sales charge, 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 to invest
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 a commission. The
current sales charge rates and commissions paid to dealers and brokers are
as follows:

<TABLE>
<CAPTION>
________________________________________________________________________________
Front-End Sales Charge Commission as
As a Percentage of: Percentage of
Amount of Purchase Offering PriceAmount InvestedOffering Price
_________________________________________________________________________________
<S> <C> <C> <C>
Less than $25,000 5.75% 6.10% 4.75%

$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%

$50,000 or more but
less than $100,00 4.75% 4.99% 4.00%

$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%

$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%

$500,000 or more but
less than $1 million2.00% 2.04% 1.60%
________________________________________________________________________________
</TABLE>

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 any
OppenheimerFunds that offers only one class of shares that has no class
designation are considered "Class A" shares for this purpose). 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 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.

- 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 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.

- Letter of Intent. Under a Letter of Intent, you may purchase
Class A shares of the Fund and other OppenheimerFunds during a 13-month
period at the reduced sales charge rate that applies to the total amount
of the intended purchases. 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; (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.

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 ("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, and (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).

- 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.

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:

Contingent Deferred Sales Charge
Beginning of Month in Whichon 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, and (4) to make distributions from IRAs (including
SEP-IRAs and SAR/SEP accounts) before the participant is age 591/2, and
distributions from 403(b)(7) custodial plans or pension or profit sharing
plans before the participant is age 591/2 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 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; and (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 Distribution and Service Plan for Class B shares to compensate
the Distributor for its services and costs 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 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) to recoup the sales commissions it pays, the advances of
service fee payments it makes, and its financing costs.

The Distributor's actual expenses in selling Class B shares may be
more than payments it receives from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Distribution and
Service Plan for Class B shares. Therefore, those expenses may be carried
over and paid in future years. At December 31, 1994, the end of the Plan
year, the Distributor had incurred unreimbursed expenses under the Plan
of $391,541 (equal to 3.6% of the Fund's net assets represented by Class
B shares on that date), which have been carried over into the present Plan
year. If the Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for certain expenses it incurred before the Plan was
terminated.

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 redemption of Class A shares
or to redemption 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 (and redemptions, transfers and exchanges).
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

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 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 may be
required to 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 from 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

- 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.

How to Exchange Shares

- 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

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 name(s) and address. Shares held under certificates may not
be exchanged by telephone.

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, which is normally 4:00
P.M. but may be earlier on some days, 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 and Class B 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. Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days. 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 and Class B 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 and 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 and Class
B shares from net investment income and pays such dividends to
shareholders quarterly. It is expected that distributions paid with
respect to Class A shares will generally be higher than for Class B shares
because expenses allocable to Class B shares will generally be higher.

- - 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 held 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.

<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER VALUE STOCK FUND

Graphic material included in Prospectus of Oppenheimer Value Stock
Fund: "Comparison of Total Return of Oppenheimer Value Stock Fund with the
S&P 500 Index - Change in Value of a $10,000 Hypothetical Investment"

Linear graphs will be included in the Prospectus of Oppenheimer Value
Stock Fund (the "Fund") depicting the initial account value and subsequent
account value of a hypothetical $10,000 investment in each class of shares
of the Fund. In the case of Class A shares, that graph will cover each
of the Fund's fiscal years from the inception of the class (December 31,
1986) through December 31, 1994, and in the case of Class B shares the
graph will cover the periods from inception of the class (May 1, 1993)
through December 31, 1994. The graphs will compare such values with the
same investments over the same time periods with the S&P 500 Index. Set
forth below are the relevant data points that will appear on the linear
graph. Additional information with respect to the foregoing, including
a description of the S&P Index, is set forth in the Prospectus under
"Performance of the Fund -- Comparing the Fund's Performance to Market"

<TABLE>
<CAPTION>
Oppenheimer
Fiscal Year Value Stock
(Period) Ended Fund A S&P 500 Index
<S> <C> <C>
12/22/86 $9,452 $10,000
12/31/86 $9,258 $9,9366
12/31/87 $9,360 $10,458
12/31/88 $10,820 $12,189
12/31/89 $13,193 $16,045
12/31/90 $12,991 $15,546
12/31/91 $16,268 $20,272
12/31/92 $17,831 $21,815
12/31/93 $19,430 $24,009
12/31/94 $20,068 $24,324

Oppenheimer
Fiscal Year Value Stock
(Period) Ended Fund B(1) S&P 500 Index

05/1/93 $10,000 $10,000
12/31/93 $10,463 $10,525
12/31/94 $10,339 $10,663

<FN>
- ----------------------
(1) Class B shares of the Fund were first publicly offered on May 1, 1993.
</TABLE>

<PAGE>

Oppenheimer Value Stock Fund
3410 South Galena Street, Denver, Colorado 80231
Telephone: 1-800-525-7048

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

Sub-Adviser
Concert Capital Management, Inc.
125 High Street
Boston, Massachusetts 02110

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., Concert Capital
Management, Inc., 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.

PR03265.001.0595 *Printed on recycled paper

<PAGE>

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

Statement of Additional Information dated May 1, 1995.

This Statement of Additional Information of Oppenheimer Value Stock
Fund is not a Prospectus. This document contains additional information
about the Fund and supplements information in the Prospectus dated May 1,
1995. It should be read together with the Prospectus which may be
obtained by writing to the Fund's Transfer Agent, Oppenheimer Shareholder
Services, at P.O. Box 5270, Denver, Colorado 80217 or by calling the
Transfer Agent at the toll-free number shown above.

Contents

Page

About the Fund
Investment Objective and Policies
Investment Policies and Strategies
Other Investment Techniques and Strategies
Other Investment Restrictions
How the Fund is Managed
Organization and History
Trustees and Officers of the Fund
The Manager and Its Affiliates
Brokerage Policies of the Fund
Performance of the Fund
Distribution and Service Plans
About Your Account
How to Buy Shares
How to Sell Shares
How to Exchange Shares
Dividends, Capital Gains and Taxes
Additional Information About the Fund
Independent Auditors' Report
Financial Statements
Appendix A: Industry Classifications

<PAGE>

ABOUT THE FUND

Investment Objective and Policies

Investment Policies and Strategies. The investment objective and
policies of the Fund are discussed in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objective. Certain capitalized terms used in this
Statement of Additional Information have the same meaning as those terms
have in the Prospectus.

The U.S. government obligations in which the Fund may invest in for
defensive reasons include U.S. Treasury bills, notes and bonds which are
direct obligations of the U.S. government and debt obligations issued,
assumed, guaranteed or sponsored by agencies or instrumentalities
established under the authority of an Act of Congress, or obligations
secured by such securities.

The Fund may invest up to 5% of the value of its assets in warrants
in an effort to build a position in the underlying common stocks and, of
such 5%, no more than 2% may be invested in warrants that are not listed
on the New York Stock Exchange or the American Stock Exchange. A warrant
typically gives the holder the right to purchase underlying stock at a
specified price for a designated period of time. Warrants may be a
relatively volatile investment. The holder of a warrant takes the risk
that the market price of the underlying stock may never equal or exceed
the exercise price of the warrant. A warrant will expire without value
if it is not exercised or sold during its exercise period.

- Short-Term Money Market Securities. The high-quality, short-term
money market instruments the Fund may invest in to provide liquidity or
for temporary defensive purposes include U.S. government obligations;
commercial paper which at the date of the investment is rated A-1 or A-2
by Standard & Poor's Corporation ("Standard & Poor's") or P-1 or P-2 by
Moody's Investors Service, Inc. ("Moody's") or, if unrated, is issued by
companies having an outstanding debt issue currently rated at least A by
Standard & Poor's or Moody's; short-term obligations of corporate issuers
which at the date of investment are rated AAA or AA by Standard & Poor's
or Aaa or Aa by Moody's; bank participation certificates, provided that
at the date of investment each of the underlying loans is made to an
issuer of securities rated at least A-2, AA or SP-2 by Standard & Poor's
or P-2 or Aa by Moody's, and also provided that the underlying loans have
a remaining maturity of one year or less; and certificates of deposit and
bankers' acceptances of banks and savings and loan associations. The Fund
may also purchase short-term money market instruments which ratings are
substantially similar to the Moody's and Standard & Poor's ratings and are
from another NRSRO.

Securities of Foreign Governments and Companies. As stated in the
Prospectus, the Fund may invest in equity securities (which may be
dominated in U.S. dollars or non-U.S. currencies) issued or guaranteed by
foreign corporations, certain supranational entities (described below) and
foreign governments or their agencies or instrumentalities.

The percentage of the Fund's assets that will be allocated to foreign
securities will vary from time to time depending on, among other things,
the relative yields of foreign and U.S. securities, the economies of
foreign countries, the condition of such countries' financial markets, the
interest rate climate of such countries and the relationship of such
countries' currency to the U.S. dollar. The Sub-Adviser will consider an
issuer's affiliation, if any, with a foreign government as one of the
factors in determining whether to purchase any particular foreign
security. These factors are judged on the basis of fundamental economic
criteria (e.g., relative inflation levels and trends, growth rate
forecasts, balance of payments status, and economic policies) as well as
technical and political data. The Fund's portfolio of foreign securities
may include those of a number of foreign countries or, depending upon
market conditions, those of a single country.

Investing in foreign securities involves considerations and possible
risks not typically associated with investing in securities in the U.S.
The values of foreign securities will be affected by changes in currency
rates or exchange control regulations or currency blockage, application
of foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in the U.S. or abroad) or
changed circumstances in dealings between nations. There may be a lack of
public information about foreign issuers. Foreign countries may not have
financial reporting, accounting and auditing standards comparable to those
that apply to U.S. issuers. Costs will be incurred in connection with
conversions between various currencies. Foreign brokerage commissions are
generally higher than commissions in the U.S., and foreign securities
markets may be less liquid, more volatile and less subject to governmental
regulation than in the U.S. They may have increased delays in settling
portfolio transactions. Investments in foreign countries could be
affected by other factors not generally thought to be present in the U.S.,
including expropriation or nationalization, confiscatory taxation and
potential difficulties in enforcing contractual obligations, and could be
subject to extended settlement periods.

The values of foreign investments may also be affected unfavorably
by changes in currency exchange control regulations. Although the Fund
will invest only in securities denominated in foreign currencies that at
the time of investment do not have significant government-imposed
restrictions on conversion into U.S. dollars, there can be no assurance
against subsequent imposition of currency controls. In addition, the
values of foreign securities will fluctuate in response to a variety of
factors, including changes in U.S. and foreign interest rates.

- Convertible Securities. While convertible securities are a form
of debt security in many cases, their conversion feature (allowing
conversion into equity securities) causes them to be regarded more as
"equity equivalents" so that the rating assigned to the security has less
impact on the investment decision than in the case of non-convertible
fixed income securities. To determine whether convertible securities
should be regarded as "equity equivalents," the Sub-Adviser examines the
following factors: (1) whether, at the option of the investor, the
convertible security can be exchanged for a fixed number of shares of
common stock of the issuer, (2) whether the issuer of the convertible
securities has restated its earnings per share of common stock on a fully
diluted basis (considering the effect of conversion of the convertible
securities), and (3) the extent to which the convertible security may be
a defensive "equity substitute," providing the ability to participate in
any appreciation in the price of common stock.

Other Investment Techniques and Strategies

- Hedging. As described in the Prospectus, the Fund may employ one
or more types of Hedging Instruments. Hedging Instruments may be used to
attempt to: (i) protect against possible declines in the market value of
the Fund's portfolio resulting from downward trends in the securities
markets, (ii) protect unrealized gains in the value of the Fund's
securities which have appreciated, (iii) facilitate selling securities for
investment reasons, (iv) establish a position in the securities markets
as a temporary substitute for purchasing particular equity securities, or
(v) reduce the risk of adverse currency fluctuations.

The Fund may use hedging to attempt to protect against declines in
the market value of the Fund's portfolio, to permit the Fund to retain
unrealized gains in the value of portfolio securities which have
appreciated, or to facilitate selling securities for investment reasons.
To do so, the Fund may: (i) purchase Futures or (ii) purchase calls on
such Futures or securities. Normally, the Fund would then purchase the
equity securities and terminate the hedging position. When hedging to
protect against declines in the dollar value of a foreign currency-
denominated security, the Fund may: (a) purchase puts on that foreign
currency or on foreign currency Futures, (b) write calls on that currency
or on such Futures, or (c) enter into Forward Contracts at a lower rate
than the spot ("cash") rate.

The Fund's strategy of hedging with Futures and options on Futures
will be incidental to the Fund's activities in the underlying cash market.
At present, the Fund does not intend to enter into Futures, Forward
Contracts and options on Futures if, after any such purchase, the sum of
margin deposits on Futures and premiums paid on Futures options exceeds
5% of the value of the Fund's total assets. In the future, the Fund may
employ Hedging Instruments and strategies that are not presently
contemplated but which may be developed, to the extent such investment
methods are consistent with the Fund's investment objective, legally
permissible and adequately disclosed. Additional Information about the
Hedging Instruments the Fund may use is provided below

- Writing Call Options. The Fund may write (that is, sell) call
options ("calls"). All calls written by the Fund must be "covered" while
the call is outstanding (that means, the Fund must own the securities
subject to the call or other securities acceptable for applicable escrow
requirements). Calls on Futures (discussed below) must be covered by
deliverable securities or by liquid assets segregated to satisfy the
Futures contract.

When the Fund writes a call on an investment it receives a premium
and agrees to sell the callable investment to a purchaser of a
corresponding call during the call period (usually not more than 9 months)
at a fixed exercise price (which may differ from the market price of the
underlying investment), regardless of market price changes during the call
period. The Fund has retained the risk of loss should the price of the
underlying security decline during the call period, which may be offset
to some extent by the premium.

To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction." A
profit or loss will be realized, depending upon whether the net of the
amount of the option transaction costs and the premium received on the
call the Fund has written is more or less than the price of the call the
Fund has subsequently purchased. A profit may also be realized if the
call lapses unexercised, because the Fund retains the underlying
investment and the premium received. Those profits are considered short-
term capital gains for Federal income tax purposes, and when distributed
by the Fund are taxable as ordinary income. If the Fund could not effect
a closing purchase transaction due to lack of a market, it would have to
hold the callable investments until the call lapsed or was exercised.

The Fund may also write calls on Futures without owning a futures
contract or deliverable securities, provided that at the time the call is
written, the Fund covers the call by segregating in escrow an equivalent
dollar amount of deliverable securities or liquid assets. The Fund will
segregate additional liquid assets if the value of the escrowed assets
drops below 100% of the current value of the Future. In no circumstances
would an exercise notice require the Fund to deliver a futures contract;
it would simply put the Fund in a short futures position, which is
permitted by the Fund's hedging policies.

- Purchasing Calls and Puts. The Fund may purchase calls to
protect against the possibility that the Fund's portfolio will not fully
participate in an anticipated rise in the securities market. When the
Fund purchases a call (other than in a closing purchase transaction), it
pays a premium and, except as to calls on stock indices, has the right to
buy the underlying investment from a seller of a corresponding call on the
same investment during the call period at a fixed exercise price. When
the Fund purchases a call on an index, it pays a premium, but settlement
is in cash rather than by delivery of the underlying investment to the
Fund. In purchasing a call, the Fund benefits only if the call is sold
at a profit or if, during the call period, the market price of the
underlying investment is above the sum of the call price plus the
transaction costs and the premium paid and the call is exercised. If the
call is not exercised or sold (whether or not at a profit), it will become
worthless at its expiration date and the Fund will lose its premium
payment and the right to purchase the underlying investment.

The Fund may purchase put options ("puts") which relate to
securities, foreign currencies or Futures. When the Fund purchases a put,
it pays a premium and, except as to puts on stock indices, has the right
to sell the underlying investment to a seller of a corresponding put on
the same investment during the put period at a fixed exercise price.
Buying a put on an investment the Fund owns enables the Fund to protect
itself during the put period against a decline in the value of the
underlying investment below the exercise price by selling the underlying
investment at the exercise price to a seller of a corresponding put. If
the market price of the underlying investment is equal to or above the
exercise price and as a result the put is not exercised or resold, the put
will become worthless at its expiration date, and the Fund will lose its
premium payment and the right to sell the underlying investment. The put
may, however, be sold prior to expiration (whether or not at a profit.)

Buying a put on an investment it does not own, either a put on an
index or a put on a Stock Index Future not held by the Fund, permits the
Fund either to resell the put or buy the underlying investment and sell
it at the exercise price. The resale price of the put will vary inversely
with the price of the underlying investment. If the market price of the
underlying investment is above the exercise price and as a result the put
is not exercised, the put will become worthless on its expiration date.
In the event of a decline in the stock market, the Fund could exercise or
sell the put at a profit to attempt to offset some or all of its loss on
its portfolio securities. When the Fund purchases a put on an index, or
on a Future not held by it, the put protects the Fund to the extent that
the index moves in a similar pattern to the securities held. In the case
of a put on an index or Future, settlement is in cash rather than by
delivery by the Fund of the underlying investment.

Puts and calls on broadly-based stock indices or Stock Index Futures
are similar to puts and calls on securities or futures contracts except
that all settlements are in cash and gain or loss depends on changes in
the index in question (and thus on price movements in the stock market
generally) rather than on price movements in individual securities or
futures contracts. When the Fund buys a call on an index or Future, it
pays a premium. During the call period, upon exercise of a call by the
Fund, a seller of a corresponding call on the same investment will pay the
Fund an amount of cash to settle the call if the closing level of the
index or Future upon which the call is based is greater than the exercise
price of the call. That cash payment is equal to the difference between
the closing price of the index and the exercise price of the call times
a specified multiple (the "multiplier") which determines the total dollar
value for each point of difference. When the Fund buys a put on an index
or Future, it pays a premium and has the right during the put period to
require a seller of a corresponding put, upon the Fund's exercise of its
put, to deliver to the Fund an amount of cash to settle the put if the
closing level of the index or Future upon which the put is based is less
than the exercise price of the put. That cash payment is determined by the
multiplier, in the same manner as described above as to calls.

- Stock Index Futures. The Fund may buy and sell Stock Index
Futures. This is a type of financial future for which the index used as
the basis for trading is a broadly-based stock index (including stocks
that are not limited to issuers in a particular industry or group of
industries). A stock index assigns relative values to the stocks included
in the index and fluctuates with the changes in the market value of these
stocks. Stock indices cannot be purchased or sold directly. Financial
Futures are contracts based on the future value of the basket of
securities that comprise the underlying index. The contracts obligate the
seller to deliver, and the purchaser to take, cash to settle the futures
transaction, or to enter into an offsetting contract. No physical
delivery of the securities underlying the index is made on settling
futures obligations.

Upon entering into a Futures transaction, the Fund will be required
to deposit an initial margin payment in cash or U.S. Treasury bills with
the futures commission merchant (the "futures broker"). The initial
margin will be deposited with the Funds's Custodian in an account
registered in the futures broker's name; however the futures broker can
gain access to that account only under specified conditions. As the
future is marked to market (that is, as the value on the Fund's books is
changed) to reflect changes in its market value, subsequent margin
payments, called variation margin, will be made to or by the futures
broker on a daily basis.

At any time prior to the expiration of the Future, the Fund may elect
to close out its position by taking an opposite position at which time a
final determination of variation margin is made and additional cash is
required to be paid by or released to the Fund. Any loss or gain is then
realized for tax purposes. Although Stock Index Futures by their terms
call for cash settlement or delivery of cash, in most cases the obligation
is fulfilled by entering into an offsetting position. Al futures
transactions are effected through a clearinghouse associated with the
exchange on which to contracts are traded.

- Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price. A Forward Contract involves
bilateral obligations of one party to purchase, and another party to sell,
a specific currency at a future date (which may be any fixed number of
days from the date of the contract agreed upon by the parties), at a price
set at the time the contract is entered into. These contracts are traded
in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. The Fund may enter
into a Forward Contract in order to "lock in" the U.S. dollar price of a
security denominated in a foreign currency which it has purchased or sold
but which has not yet settled, or to protect against a possible loss
resulting from an adverse change in the relationship between the U.S.
dollar and a foreign currency.

There is a risk that 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. To attempt to limit its exposure to loss
under Forward Contracts in a particular foreign currency, the Fund limits
its use of these contracts to the amount of its net assets denominated in
that currency or denominated in a closely-correlated foreign currency.
Forward contracts include standardized foreign currency futures contracts
which are traded on exchanges and are subject to procedures and
regulations applicable to other Futures. The Fund may also enter into a
forward contract to sell a foreign currency denominated in a currency
other than that in which the underlying security is denominated. This is
done in the expectation that there is a greater correlation between the
foreign currency of the forward contract and the foreign currency of the
underlying investment than between the U.S. dollar and the foreign
currency of the underlying investment. This technique is referred to as
"cross hedging." The success of cross hedging is dependent on many
factors, including the ability of the Manager to correctly identify and
monitor the correlation between foreign currencies and the U.S. dollar.
To the extent that the correlation is not identical, the Fund may
experience losses or gains on both the underlying security and the cross
currency hedge.

The Fund's Custodian will place cash or U.S. Government securities
or other liquid high-quality debt securities in a separate account of the
Fund having a value equal to the aggregate amount of the Fund's
commitments under forward contracts to cover its short positions. If the
value of the securities placed in the separate account declines,
additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the Fund's
commitments with respect to such contracts. Unanticipated changes in
currency prices may result in poorer overall performance for the Fund than
if it had not entered into such contracts.

- Additional Information About Hedging Instruments and Their Use.
The Fund's Custodian, or a securities depository acting for the Custodian,
will act as the Fund's escrow agent, through the facilities of the Options
Clearing Corporation ("OCC"), as to the investments on which the Fund has
written options traded on exchanges or as to other acceptable escrow
securities, so that no margin will be required from the Fund for such
transactions. OCC will release the securities on the expiration of the
option or upon the Fund's entering into a closing transaction. An option
position may be closed out only on a market which provides secondary
trading for options of the same series, and there is no assurance that a
liquid secondary market will exist for any particular option.

- Regulatory Aspects of Hedging Instruments. The Fund is required
to operate within certain guidelines and restrictions with respect to its
use of Futures and options on Futures established by the Commodity Futures
Trading Commission ("CFTC"). In particular the Fund is exempted from
registration with the CFTC as a "commodity pool operator" if the Fund
complies with the requirements of Rule 4.5 adopted by the CFTC. The Rule
does not limit the percentage of the Fund's assets that may be used for
Futures margin and related options premiums for a bona fide hedging
position. However, under the Rule the Fund must limit its aggregate
initial futures margin and related option premiums to no more than 5% of
the Fund's net assets for hedging strategies that are not considered bona
fide hedging strategies under the Rule. Under the Rule, the Fund also
must use short Futures and Futures options positions solely for "bona fide
hedging purposes" within the meaning and intent of the applicable
provisions of the Commodity Exchange Act.

Transactions in options by the Fund are subject to limitations
established by each of the option exchanges governing the maximum number
of options that may be written or held by a single investor or group of
investors acting in concert, regardless of whether the options were
written or purchased on the same or different exchanges or are held in one
or more accounts or through one or more exchanges or brokers. Thus, the
number of options which the Fund may write or hold may be affected by
options written or held by other entities, including other investment
companies having the same advisor as the Fund, or an advisor that is an
affiliate of the Fund's advisor. Position limits also apply to Futures.
An exchange may order the liquidation of positions found to be in
violation of those limits and may impose certain other sanctions. Due to
requirements under the Investment Company Act, when the Fund purchases a
Future, the Fund will maintain, in a segregated account or accounts with
its custodian bank, cash or readily-marketable, short-term (maturing in
one year or less) debt instruments in an amount equal to the market value
of the securities underlying such Future, less the margin deposit
applicable to it.

- Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code (although it reserves the right not to qualify). That
qualification enables the Fund to "pass through" its income and realized
capital gains to shareholders without having to pay tax on them. This
avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive
from the Fund (unless the Fund's shares are held in a retirement account
or the shareholder is otherwise exempt from tax). One of the tests for
the Fund's qualification as a regulated investment company is that less
than 30% of its gross income must be derived from gains realized on the
sale of securities held for less than three months. To comply with this
30% cap, the Fund will limit the extent to which it engages in the
following activities, but will not be precluded from them: (i) selling
investments, including Stock Index Futures, held for less than three
months, whether or not they were purchased on the exercise of a call held
by the Fund; (ii) purchasing options which expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
written or purchased less than three months previously; (iv) exercising
puts or calls held by the Fund for less than three months; or (v) writing
calls on investments held less than three months.

Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates that occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss. Similarly, on disposition
of equity securities denominated in a foreign currency and on disposition
of foreign currency forward contracts, gains or losses attributable to
fluctuations in the value of a foreign currency between the date of
acquisition of the security or contract and the date of disposition also
are treated as ordinary gain or loss. Currency gains and losses are
offset against market gains and losses before determining a net "Section
988" gain or loss under the Internal Revenue Code, which may increase or
decrease the amount of the Fund's investment company income available for
distribution to its shareholders.

- Possible Risk Factors in Hedging. In addition to the risks with
respect to options discussed in the Prospectus and above, there is a risk
in using short hedging by selling Futures to attempt to protect against
decline in value of the Fund's portfolio securities (due to an increase
in interest rates) that the prices of such Futures will correlate
imperfectly with the behavior of the cash (i.e., market value) prices of
the Fund's securities. The ordinary spreads between prices in the cash
and futures markets are subject to distortions due to differences in the
natures of those markets. First, all participants in the futures markets
are subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close out
futures contracts through offsetting transactions which could distort the
normal relationship between the cash and futures markets. Second, the
liquidity of the futures markets depend on participants entering into
offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the
futures markets could be reduced, thus producing distortion. Third, from
the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
markets may cause temporary price distortions.

If the Fund uses Hedging Instruments to establish a position in the
securities markets as a temporary substitute for the purchase of
individual securities (long hedging) by buying Futures and/or calls on
such Futures or on securities, it is possible that the market may
decline; if the Fund then concludes not to invest in such securities at
that time because of concerns as to possible further market decline or for
other reasons, the Fund will realize a loss on the Hedging Instruments
that is not offset by a reduction in the price of the securities
purchased.

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

- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S. Government (or its agencies or instrumentalities).
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The
Fund may also pay reasonable finder's, custodian and administrative fees.
The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter.

- Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered. The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund, if
such registration is required before such securities may be sold publicly.
When registration must be arranged because the Fund wishes to sell the
security, a considerable period may elapse between the time the decision
is made to sell the securities and the time the Fund would be permitted
to sell them. The Fund would bear the risks of any downward price
fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities.

- 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. Although the Fund will
enter into such transactions for the purpose of acquiring securities for
its portfolio or for delivery pursuant to options contracts it has entered
into, the Fund may dispose of a commitment prior to settlement. "When-
issued" or "delayed delivery" refers to securities whose terms and
indenture are available and for which a market exists, but which are not
available for immediate delivery. When such transactions are negotiated,
the price (which is generally expressed in yield terms) is fixed at the
time the commitment is made, but delivery and payment for the securities
take place at a later date. The Fund does not intend to make such
purchases for speculative purposes. The commitment to purchase a security
for which payment will be made on a future date may be deemed a separate
security and involve a risk of loss if the value of the security declines
prior to the settlement date. During the period between commitment by the
Fund and settlement (generally within two months but not to exceed 120
days), no payment is made for the securities purchased by the purchaser,
and no interest accrues to the purchaser from the transaction. Such
securities are subject to market fluctuation; the value at delivery may
be less than the purchase price. The Fund will maintain a segregated
account with its Custodian, consisting of cash, U.S. Government securities
or other high grade debt obligations at least equal to the value of
purchase commitments until payment is made.

To the extent the Fund engages in when-issued and delayed delivery
transactions, it will do so for the purpose of acquiring or selling
securities consistent with its investment objective and policies and not
for the purposes of investment leverage. The Fund enters into such
transactions only with the intention of actually receiving or delivering
the securities, although (as noted above), when-issued securities and
forward commitments may be sold prior to settlement date. In addition,
changes in interest rates before settlement in a direction other than that
expected by the Sub-Adviser will affect the value of such securities and
may cause a loss to the Fund.

- Short Sales Against-the-Box. In a short sale, while the short
position is open, the Fund must own an equal amount of the securities sold
short, or by virtue of ownership of other securities have the right,
without payment of further consideration, to obtain an equal amount of the
securities sold short. Short sales against-the-box may be made to defer,
for Federal income tax purposes, recognition of gain or loss on the sale
of securities "in the box" until the short position is closed out.

Other Investment Restrictions

The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the
Fund must follow that are also fundamental policies. Fundamental
policies and the Fund's investment objective cannot be changed without the
vote of a "majority" of the Fund's outstanding voting securities. Under
the Investment Company Act, such a "majority" vote is defined as the vote
of the holders of the lesser of (i) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (ii) more than 50% of the
outstanding shares. Under these additional restrictions, the Trust may
not, on behalf of the Fund:

(1) act as an underwriter, except to the extent that, in connection with
the disposition of portfolio securities, the Fund may be deemed an
underwriter under applicable laws;

(2) invest in oil, gas or other mineral leases, rights, royalty contracts
or exploration or development programs, real estate or real estate
mortgage loans (this restriction does not prevent the Fund from
purchasing securities secured or issued by companies investing or
dealing in real estate and by companies that are not principally
engaged in the business of buying and selling such leases, rights,
contracts or programs);

(3) purchase commodities or commodity contracts except futures contracts,
including but not limited to contracts for the future delivery of
securities and futures contracts based on securities indexes;

(4) make loans other than by investing in obligations in which the Fund
may invest consistent with its investment objective and policies and
other than repurchase agreements and loans of portfolio securities;

(5) pledge, mortgage or hypothecate its assets, except that, to secure
permitted borrowings, it may pledge securities having a market value
at the time of the pledge not exceeding 15% of the cost of the Fund's
total assets and except in connection with permitted transactions in
options, futures contracts and options on futures contracts, and
except for reverse repurchase agreements and securities lending;

(6) purchase or retain securities of any issuer if, to the knowledge of
the Trust, more than 5% of such issuer's securities are beneficially
owned by officers and trustees of the Trust or officers and directors
of Massachusetts Mutual Life Insurance Company ("MassMutual") who
individually beneficially own more than 1/2 of 1% of the securities
of such issuer; and

(7) make loans to an officer, trustee or employee of the Trust or to any
officer, director or employee of MassMutual, or to MassMutual.

For purposes of the Fund's policy not to concentrate investments as
described in the investment restrictions in the Prospectus, the Fund has
adopted the industry classifications set forth in Appendix A to this
Statement of Additional Information. This policy is not a fundamental
policy.

How the Fund is Managed

Organization and History. The Fund is one of two series of Oppenheimer
Integrity Funds (the "Trust"). This Statement of Additional Information
may be used with the Fund's Prospectus only to offer shares of the Fund.
The Trust was established in 1982 as MassMutual Liquid Assets Trust and
changed its name to MassMutual Integrity Funds on April 15, 1988. The
Fund was established as a separate Massachusetts business trust known as
MassMutual Equity Investors Trust in 1986, and was reorganized as a series
of the Trust on April 15, 1988. On March 29, 1991, the Trust changed its
name from MassMutual Integrity Funds to Oppenheimer Integrity Funds and
the Fund changed its name from MassMutual Value Stock Fund to Oppenheimer
Value Stock Fund. Shares of the Fund represent an interest in the Fund
proportionately equal to the interest of each other share of the same
class and entitle the holder to one vote per share (and a fractional vote
for a fractional share) on matters submitted to their vote at
shareholders' meetings. Shareholders of the Fund and of the Trust's other
series vote together in the aggregate on certain matters at shareholders'
meetings, such as the election of Trustees and ratification of appointment
of auditors for the Trust. 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 is not affected by that matter are
not entitled to vote on the proposal. For example, only shareholders of
a series, such as the Fund, vote exclusively on any material amendment to
the investment advisory agreement with respect to the series. Only
shareholders of a class of a series vote on certain amendments to the
Distribution and/or Service Plans if the amendments affect that class.

Trustees And Officers

The Trust's Trustees and officers and their principal occupations and
business affiliations during the past five years are listed below. Each
Trustee is also a trustee, director or managing general partner of
Oppenheimer Total Return Fund, Inc., Oppenheimer Equity Income Fund,
Oppenheimer High Yield Fund, Oppenheimer Cash Reserves, Oppenheimer Tax-
Exempt Bond Fund, Oppenheimer Limited-Term Government Fund, The New York
Tax-Exempt Income Fund, Inc., Oppenheimer Champion High Yield Fund,
Oppenheimer Main Street Funds, Inc., Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Income & Growth Fund, Oppenheimer Strategic
Investment Grade Bond Fund, Oppenheimer Strategic Short-Term Income Fund,
Oppenheimer Variable Account Funds, Daily Cash Accumulation Fund, Inc.,
Centennial America Fund, L.P., Centennial Money Market Trust, Centennial
Government Trust, Centennial New York Tax Exempt Trust, Centennial Tax
Exempt Trust and Centennial California Tax Exempt Trust, (collectively,
the "Denver-based OppenheimerFunds"). Mr. Fossel is President and Mr.
Swain is Chairman of each of the Denver-based OppenheimerFunds. As of
April 3, 1995, the Trustees and officers of the Fund as a group owned of
record or beneficially less than 1% of each class of the Fund's
outstanding shares. The foregoing does not include shares held of record
by an employee benefit plan for employees of the Manager (for which one
of the officers listed below, Mr. Donohue, is a trustee) other than the
shares beneficially owned under that plan by the officers of the Fund
listed below:

William A. Baker, Trustee; Age: 80
197 Desert Lakes Drive, Palm Springs, California 92264
Management Consultant.

C. Howard Kast, Trustee; Age: 73
2552 East Alameda, Denver, Colorado 80209
Formerly the Managing Partner of Deloitte, Haskins & Sells (an accounting
firm).

M. Kirchner, Trustee; Age: 73
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).
__________________
*A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.
Ned M. Steel, Trustee; Age: 79
3416 South Race Street, Englewood, Colorado 80110
Chartered Property and Casualty Underwriter; director of Visiting Nurse
Corporation of Colorado; formerly Senior Vice President and a director of
Van Gilder Insurance Corp. (insurance brokers).

James C. Swain, Chairman and Trustee*; Age: 61
3410 South Galena Street, Denver, Colorado 80231
Vice Chairman of the Manager; President and Director of Centennial Asset
Management Corporation, an investment adviser subsidiary of the Manager
("Centennial"); formerly Chairman of the Board of SSI.

David B. Salerno, Vice President and Portfolio Manager; Age: 52
100 Northfield Drive, Windsor, Connecticut 06095
Managing Director of the Sub-Adviser; Senior Vice President of MML Series
Investment Fund.

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

Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.

- Remuneration of Trustees. The officers of the Fund are affiliated
with the Manager. They and the Trustees of the Fund who are affiliated
with the Manager (Messrs. Fossel and Swain, who are both officers and
Trustees) receive no salary or fee from the Fund. The Trustees of the
Fund (excluding Messrs. Fossel and Swain) received the total amounts shown
below from the Fund, during its fiscal year ended December 31, 1994, and
from all 22 of the Denver-based OppenheimerFunds (including the Fund)
listed in the first paragraph of this section, for services in the
positions shown:

<TABLE>
<CAPTION>
Total Compensation
Aggregate From All
CompensationDenver-based
Name and Position from Fund OppenheimerFunds1
<S> <C> <C>
Robert G. Avis $213 $53,000.00
Trustee

William A. Baker $295 $73,257.01
Audit and Review
Committee Chairman
and Trustee

Charles Conrad, Jr. $274 $68,293.67
Audit and Review
Committee Member
and Trustee

Raymond J. Kalinowski$213 $53,000.00
Trustee

C. Howard Kast $213 $53,000.00
Trustee

Robert M. Kirchner $274 $68,293.67
Audit and Review
Committee Member
and Trustee

Ned M. Steel $213 $53,000.00
Trustee

<FN>
______________________
1 For the 1994 calendar year.
</TABLE>

Major Shareholders. As of April 3, 1995, the only entities that owned of
record or was known by the Fund to own beneficially 5% or more of any
class of the Fund's outstanding shares was MML Securities Corp., 1350 Main
Street, Springfield, Massachusetts 01103-1627, which owned 2,206,826.537
Class A shares (31.61%) of the Fund, and which represented less than 5%
of the Trust; and MassMutual Life Insurance Company, c/o Investment
Securities Dept., 1295 State Street, Springfield, Massachusetts 01111-
0001, which owned 543,808.995 Class A shares (7.78%) of the Fund, and
which represented less than 5% of the Trust.

The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund, and two of whom (Mr. Jon S. Fossel and Mr.
James C. Swain) serve as Trustees of the Fund.

The Manager, the Sub-Adviser and the Fund have a Code of Ethics.
It is designed to detect and prevent improper personal trading by certain
employees, including portfolio managers, that would compete with or take
advantage of the Fund's portfolio transactions. Compliance with the Code
of Ethics is carefully monitored and strictly enforced.

- The Investment Advisory Agreement. The investment advisory
agreement, dated as of March 28, 1991, between the Trust on behalf of the
Fund and the Manager requires the Manager, at its expense, to provide the
Fund with adequate office space, facilities and equipment and to provide
and supervise the activities of all administrative and clerical personnel
required to provide effective corporate administration for the Fund,
including the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for continuous
public sale of shares of the Fund.

Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's Agreement
are paid by the Fund. The advisory agreement lists examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses, including
litigation costs.

The advisory agreement provides that in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard for its obligations and duties under the
advisory agreement, the Manager is not liable for any loss resulting from
a good faith error or omission on its part with respect to any of its
duties thereunder. The advisory agreement permits the Manager to act as
investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with other investment companies for
which it may act as investment advisor or general distributor. If the
Manager shall no longer act as investment adviser to the Fund, the right
of the Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.

Prior to April 23, 1993, MassMutual served as the Fund's
investment sub-adviser under a prior sub-advisory agreement (the "Prior
Sub-Advisory Agreement"). The Manager paid MassMutual a sub-advisory fee
under the Prior Sub-Advisory Agreement at the following annual rates:
0.40% of the Fund's first $100 million of average annual net assets, 0.30%
of the next $200 million, 0.25% of the next $200 million and 0.20% of
average annual net assets in excess of $500 million. From January 1, 1993
through April 23, 1993, MassMutual temporarily delegated to the Sub-
Adviser its duties to manage the investment and reinvestment of the Fund's
assets under the Prior Sub-Advisory Agreement (but not its other duties).
MassMutual also transferred the senior investment personnel responsible
for advising the Fund to the Sub-Adviser. The delegation of duties to the
Sub-Adviser was subject to MassMutual's supervision and control and
subject to MassMutual's right to terminate the delegation at any time.

On April 23, 1993, the Fund's shareholders approved a new sub-
advisory agreement (the "sub-advisory agreement") with the Sub-Adviser,
thereby terminating the delegation of duties under the Prior Sub-Advisory
Agreement. The sub-advisory fees paid under the sub-advisory agreement
are stated in the Prospectus. In connection with approval of the sub-
advisory agreement by the Trust's Board of Trustees and shareholders,
MassMutual has represented that there will be no substantive change in the
sub-advisory relationship other than the restructuring of investment
advisory duties between MassMutual and the Sub-Adviser pursuant to
MassMutual's internal reorganization of its investment advisory services
for equity assets. MassMutual has agreed to guarantee the performance of
the Sub-Adviser under the sub-advisory agreement. That guarantee may be
amended or terminated by a written instrument signed by MassMutual, the
Manager and the Fund, and shall terminate if for three consecutive 12
month fiscal year ends the Sub-Adviser has total stockholders equity of
at least $200,000 according to its annual audited financial statements
delivered to the Fund. Attaining such level of stockholders equity shall
not preclude the Trust's Board of Trustees from considering the financial
condition of the Sub-Adviser or any other matters in determining at any
time whether to terminate, approve or renew the sub-advisory agreement.

Under the sub-advisory agreement, the Sub-Adviser is responsible
for managing the Fund's portfolio of securities and making investment
decisions with respect to the Fund's investments subject to the Fund's
investment policies established by the Board of Trustees of the Trust, and
in accordance with the Fund's investment objective, policies and
restrictions, set forth in the Prospectus and this Additional Statement.
The sub-advisory agreement has the same provisions as to renewal,
termination and the standard of care as the investment advisory agreement,
and both advisory agreements are subject to annual approval by the
Trustees, who may terminate either advisory agreement on sixty days'
notice approved by a majority of the Trustees.

The advisory agreements contain no expense limitation. However,
independently of the advisory and sub-advisory agreements, the Manager has
undertaken that the total expenses of the Fund in any fiscal year
(including the management fee, but excluding taxes, interest, brokerage
fees, distribution plan payments, and extraordinary expenses, such as
litigation costs) shall not exceed (and the Manager undertakes to reduce
the Fund's management fee in the amount by which such expenses shall
exceed) the most stringent applicable state "blue sky" expense limitation
requirement for qualification of sale of the Fund's shares. At present,
that limitation is imposed by California and limits expenses (with
specified exclusions) to 2.5% of the first $30 million of the Fund's
average annual net assets, 2.0% of the next $70 million of average net
assets and 1.5% of average net assets in excess of $100 million. The
Manager reserves the right to change or eliminate this expense limitation
at any time.

The payment of the management fee at the end of any month will be
reduced so that at no time will there be any accrued but unpaid liability
under the above expense limitation.

For the fiscal years ended December 31, 1992, 1993 and 1994, the
advisory fees paid to the Manager were $401,148, $614,932 and $738,121,
respectively, of which $215,035, $264,792 and $295,983, respectively, was
paid by the Manager to the Sub-Adviser.

- The Distributor. Under the General Distributor's Agreement
between the Trust and the Distributor, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of the Fund's
Class A and Class B shares, but is not obligated to sell a specific number
of shares. Expenses normally attributable to sales (other than those paid
under the Class A Service Plan and the Class B Distribution and Service
Plan), including advertising and the cost of printing and mailing
prospectuses (other than those furnished to existing shareholders), are
borne by the Distributor. During the Fund's fiscal years ended December
31, 1992, 1993 and 1994, the aggregate amount of sales charges on sales
of the Fund's Class A shares was $171,597, $296,555 and $204,620,
respectively, of which the Distributor and Massachusetts Mutual Life
Investors Services, Inc. retained in the aggregate $162,902, $232,226 and
$135,102 in those respective years. For the year ending December 31,
1994, the Distributor advanced $186,017 to broker-dealers on the sales of
the Funds' Class B shares, $35,292 of which went to MMLISI. In addition,
the Distributor collected $10,493 from contingent deferred sales charges
assessed on Class B shares.

- The Transfer Agent. Oppenheimer Shareholder Services, the
Fund's transfer agent, is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for
shareholder servicing and administrative functions.

Brokerage Policies Of The Fund

Brokerage Provisions of the Investment Advisory and Sub-Advisory
Agreements. One of the duties of the Sub-Adviser under the sub-advisory
agreement is to arrange the portfolio transactions of the Fund. In doing
so, the Sub-Adviser is authorized by the sub-advisory agreement to employ
broker-dealers ("brokers"), including "affiliated" brokers, as that term
is defined in the Investment Company Act, as may, in its best judgment
based on all relevant factors, implement the policy of the Fund to
obtain, at reasonable expense, the "best execution" (prompt and reliable
execution at the most favorable price obtainable) of such transactions.

Under the sub-advisory agreement, the Sub-Adviser is authorized
to select brokers which provide brokerage and/or research services for the
Fund and/or the other accounts over which it or its affiliates have
investment discretion. The commissions paid to such brokers may be higher
than another qualified broker would have charged, if a good faith
determination is made by the Sub-Adviser that the commission is fair and
reasonable in relation to the services provided.

Description of Brokerage Practices Followed by the Manager. Subject to
the provisions of the advisory agreement, the procedures and rules
described above, allocations of brokerage are generally made by the Sub-
Adviser's portfolio traders based upon recommendations by the Sub-
Adviser's portfolio manager. In certain instances portfolio managers may
directly place trades and allocate brokerage, also subject to the
provisions of the advisory agreement and the procedures and rules
described above. In either case, brokerage is allocated under the
supervision of the Manager's executive officers and the Sub-Adviser.
Transactions in securities other than those for which an exchange is the
primary market are generally done with principals or market makers.
Brokerage commissions are paid primarily for effecting transactions in
listed securities and otherwise only if it appears likely that a better
price or execution can be obtained. When the Fund engages in an option
transaction, ordinarily the same broker will be used for the purchase or
sale of the option and any transactions in the securities to which the
option relates. Option commissions may be relatively higher than those
which would apply to direct purchases and sales of portfolio securities.

Most purchases of money market instruments and debt obligations
are principal transactions at net prices. Instead of using a broker for
those transactions, the Fund normally deals directly with the selling or
purchasing principal or market maker unless it determines that a better
price or execution can be obtained by using a broker. Purchases of these
securities from underwriters include a commission or concession paid by
the issuer to the underwriter. Purchases from dealers include a spread
between the bid and asked prices. The Fund seeks to obtain prompt
execution of these orders at the most favorable net price.

The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Sub-Adviser and
its affiliates, and investment research received for the commissions of
those other accounts may be useful both to the Fund and one or more of
such other accounts. Such research, which may be supplied by a third
party at the instance of a broker, includes information and analyses on
particular companies and industries as well as market or economic trends
and portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Sub-Adviser in a
non-research capacity (such as bookkeeping or other administrative
functions), then only the percentage or component that provides assistance
to the Sub-Adviser in the investment decision-making process may be paid
for in commission dollars. The Board of Trustees has permitted the
Manager to use concessions on fixed price offerings to obtain research in
the same manner as is permitted in agency transactions.

The research services provided by brokers broaden the scope and
supplement the research activities of the Sub-Adviser by making available
additional views for consideration and comparisons, and enabling the Sub-
Adviser to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase. The Board,
including the independent Trustees of the Trust (those Trustees of the
Trust who are not "interested persons," as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreements, or Distribution Plans described
below) or in any agreements relating to those Plans, annually reviews
information furnished by the Sub-Adviser as to the commissions paid to
brokers furnishing such services so that the Board may ascertain whether
the amount of such commissions was reasonably related to the value or
benefit of such services.

Pursuant to the sub-advisory agreement, the Sub-Adviser is
authorized, in arranging the purchase and sale of the Fund's portfolio
securities, to employ or deal with such members of the securities
exchanges, brokers or dealers as may in the its best judgement implement
the policy of the Fund to obtain, at reasonable expense, the "best
execution" (i.e., prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions. The Sub-
Adviser shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The abilities
of
a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by the Sub-Adviser on the basis of all
relevant factors and considerations.

Securities held by the Fund may also be held by Sub-Adviser in its
investment accounts and by other investment companies for which it acts
as investment adviser. If the same security is purchased or sold for the
Fund and such investment accounts or companies at or about the same time,
such purchases or sales normally will be combined, to the extent
practicable, and will be allocated as nearly as practicable on a pro rata
basis in proportion to the amounts to be purchased and sold. The main
factors to be considered will be the investment objectives of the
respective portfolios, the relative size of portfolio holdings of the same
or comparable security, availability of cash for investment by the various
portfolios and the size of their respective investment commitments. It
is believed that the ability of the Fund to participate in larger volume
transactions will, in most cases, produce better execution for the Fund.
In some cases, however, this procedure could have a detrimental effect on
the price and amount of a security available to the Fund or the price at
which a security may be sold. It is the opinion of the Trust's management
that such execution advantage and the desirability of retaining the Sub-
Adviser in that capacity outweigh the disadvantages, if any, which might
result from this procedure.

Paul Hallingby, Jr. is a director of MassMutual and a General
Partner of Bear Stearns & Co., Inc. ("Bear Stearns"). For its fiscal
years ended December 31, 1992, 1993 and 1994, the Fund paid brokerage fees
to Bear Stearns of $1,110, $4,239 and $3,546, respectively. For the
fiscal year ended December 31, 1994, the Fund placed 7.14% of its
transactions involving payment of commissions with Bear Stearns, for which
it was paid 7.06% of the Fund's aggregate brokerage fees for that period.

During the fiscal years ended December 31, 1992, 1993 and 1994,
total brokerage commissions paid by the Fund (not including spreads or
concessions on principal transactions on a net trade basis) were $20,543,
$51,707 and $18,630, respectively. During the fiscal year ended December
31, 1994, $0 was paid to dealers as brokerage commissions in return for
research services (including special research, statistical information and
execution); the aggregate dollar amount of those transactions was $0. The
transactions giving rise to those commissions were allocated in accordance
with the internal allocation procedures described above.

Performance of the Fund

Total Return Information. As described in the Prospectus, from time to
time the "average annual total return", "total return," "cumulative total
return," "total return at net asset value" and "cumulative total return
at net asset value" of an investment in a class of the Fund may be
advertised. An explanation of how total returns are calculated for each
class and the components of those calculations is set forth below.

The Fund's advertisement of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each class of shares of the Fund for the
1, 5 and 10-year periods (or the life of the class, if less) ending as of
the most recently ended calendar quarter prior to the publication of the
advertisement. This enables an investor to compare the Fund's performance
to the performance of other funds for the same periods. However, a number
of factors should be considered before using such information as a basis
for comparison with other investments. An investment in the Fund is not
insured; its total returns and share prices are not guaranteed and
normally will fluctuate on a daily basis. When redeemed, an investor's
shares may be worth more or less than their original cost. Total returns
for any given past period are not a prediction or representation by the
Fund of future rates of return on its shares. The total returns of Class
A and Class B shares of the Fund are affected by portfolio quality, the
type of investments the Fund holds and its operating expenses allocated
to a particular class.
- Average Annual Total Returns. The "average annual total
return" of each class is an average annual compounded rate of return for
each year in a specified number of years. It is the rate of return based
on the change in value of a hypothetical initial investment of $1,000 ("P"
in the formula below) held for a number of years ("n") to achieve an
Ending Redeemable Value ("ERV") of that investment, according to the
following formula:

( ERV ) 1/n
(-----) -1 = Average Annual Total Return
( P )

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

ERV - P = Total Return
P

In calculating total returns for Class A shares, the current
maximum sales charge of 4.75% (as a percentage of the offering price) is
deducted from the initial investment ("P") (unless the return is shown at
net asset value, as described below). For Class B shares, the payment of
the applicable contingent deferred sales charge (of 5.0% for the first
year, 4.0% for the second year, 3.0% for the third and fourth years, 2.0%
for the fifth year, 1.0% in the sixth year and none thereafter, is
applied, as described in the Prospectus. Total returns also assume that
all dividends and capital gains distributions during the period are
reinvested to buy additional shares at net asset value per share, and that
the investment is redeemed at the end of the period. The "average annual
total returns" on an investment in Class A shares of the Fund for the one
and five-year periods ended December 31, 1994 and for the period from
December 22, 1986 (the date the Fund became an open-end Fund) to December
31, 1994, were -2.66%, 7.47% and 9.07%, respectively. The cumulative
"total return" on Class A shares for the latter period was 100.86%. For
the fiscal period from May 1, 1993, through December 31, 1994, the average
annual total returns and the cumulative total returns on an investment in
Class B shares of the Fund were -2.41% and 2.02%, respectively.

- Total Returns at Net Asset Value. From time to time the Fund
may also quote an "average annual total return at net asset value" or a
cumulative "total return at net asset value" for Class A or Class B
shares. Each is based on the difference in net asset value per share at
the beginning and the end of the period for a hypothetical investment in
that class of shares (without considering front-end or contingent deferred
sales charges) and takes into consideration the reinvestment of dividends
and capital gains distributions. The cumulative "total return at net
asset value" on the Fund's Class A shares for the fiscal year ended
December 31, 1993, and for the period from December 22, 1986 to December
31, 1994 were 3.28% and 112.92%, respectively. The cumulative total
return at net asset value on the Fund's Class B shares for the fiscal year
ended December 31, 1993, and for the fiscal period from May 1, 1993
through December 31, 1994 were 2.50% and 7.25%.

Total return information may be useful to investors in reviewing
the performance of the Fund's Class A or Class B shares. However, when
comparing total return of an investment in Class A or Class B shares of
the Fund, a number of factors should be considered before using such
information as a basis for comparison with other investments.

Other Performance Comparisons. From time to time the Fund may publish the
ranking of its Class A or Class B shares by Lipper Analytical Services,
Inc. ("Lipper"), a widely-recognized independent mutual fund monitoring
service. Lipper monitors the performance of regulated investment
companies, including the Fund, and ranks their performance for various
periods based on categories relating to investment objectives. The
performance of the Fund's classes is ranked against (i) all other funds,
excluding money market funds, and (ii) all other equity funds. The Lipper
performance rankings are based on total return that includes the
reinvestment of capital gains distributions and income dividends but does
not take sales charges or taxes into consideration.

From time to time the Fund may publish the ranking of the
performance of its Class A or Class B shares by Morningstar, Inc., an
independent mutual fund monitoring service that ranks various mutual
funds, including the Fund, based on risk-adjusted investment return.
Investment return measures a fund's three, five and ten-year average
annual total returns (when available). Risk and return are combined to
produce star rankings reflecting performance relative to the average fund
in a fund's category. Five stars is the "highest" ranking (top 10%), four
stars is "above average" (next 22.5%), three stars is "average" (next
35%), two stars is "below average" (next 22.5%) and one star is "lowest"
(bottom 10%). Morningstar ranks the Fund in relation to other equity
funds. The current ranking is a weighted average of the 3, 5 and 10-year
rankings (if available). Rankings are subject to change.

The total return on an investment in the Fund's Class A or Class
B shares may be compared with performance for the same period of one or
more of the following indices: the Standard & Poor's 500 Index ("S & P
500") or the Dow-Jones Industrial Average ("Dow"), which are widely-
recognized indices of U.S. stock market performance. Such indices consist
of unmanaged groups of common stocks. Each index includes a factor for
the reinvestment of interest but does not reflect expenses or taxes.

Distribution and Service Plans

The Fund has adopted a Service Plan for Class A shares and a
Distribution and Service Plan for Class B shares under Rule 12b-1 of the
Investment Company Act, pursuant to which the Fund will reimburse the
Distributor quarterly for all or a portion of its costs incurred in
connection with the distribution and/or servicing of the shares of that
class, as described in the Prospectus. Each Plan has been approved by a
vote of (i) the Board of Trustees of the Fund, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose
of voting on that Plan, and (ii) the holders of a "majority" (as defined
in the Investment Company Act) of the shares of each class. For the
Distribution and Service Plan for the Class B shares, that vote was cast
by the Manager as the sole initial holder of class B shares of the Fund.

While the Plans are in effect, the Treasurer of the Trust shall
provide separate written reports to the Trust's Board of Trustees at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which each payment was made and the identity of each Recipient
that received any payment. The report for the Class B Plan shall also
include the Distributor's distribution costs for that quarter, and such
costs for previous fiscal periods that have been carried forward, as
explained in the Prospectus and below. Those reports, including the
allocations on which they are based, will be subject to the review and
approval of the Independent Trustees in the exercise of their fiduciary
duty. Each Plan further provides that while it is in effect, the
selection and nomination of those Trustees of the Trust who are not
"interested persons" of the Trust is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on selection or
nomination is approved by a majority of the Independent Trustees.

For the fiscal year ended December 31, 1994, payments under the
Class A Plan totaled $221,818, all of which was paid by the Distributor
to Recipients, including $154,383 paid to MMLISI.

The Plan for Class B shares allows the service fee payment to be
paid by the Distributor to Recipients in advance for the first year Class
B shares are outstanding, and thereafter on a quarterly basis, as
described in the Prospectus. Service fee payments by the Distributor to
Recipients will be made (i) in advance for the first year Class B shares
are outstanding, following the purchase of shares, in an amount equal to
0.25% of the net asset value of the shares purchased by the Recipient or
its customers and (ii) thereafter, on a quarterly basis, computed as of
the close of business each day at an annual rate of 0.25% of the average
daily net asset value of Class B shares held in accounts of the Recipient
or its customers. An exchange of shares does not entitle the Recipient
to an advance service fee payment. In the event Class B shares are
redeemed during the first year that the shares are outstanding, the
Recipient will be obligated to repay a pro rata portion of the advance
payment for those shares to the Distributor. Payments made under the
Class B Plan during the fiscal year ended December 31, 1994 totalled
$78,251, all paid by the Distributor to Recipients, including $1,554 paid
to MMLISI.

Although the Class B Plan permits the Distributor to retain both
the asset-based sales charge and the service fee on Class B shares, or to
pay Recipients the service fee on a quarterly basis without payment in
advance, the Distributor intends to pay the service fee to Recipients in
the manner described above. A minimum holding period may be established
from time to time under the Class B Plan by the Board. Initially, the
Board has set no minimum holding period. All payments under the Class B
Plan are subject to the limitations imposed by the Rules of Fair Practice
of the National Association of Securities Dealers, Inc. on payments of
asset-based sales charges and service fees. The Distributor anticipates
that it will take a number of years for it to recoup (from the Fund's
payments to the Distributor under the Class B Plan and recoveries of the
contingent deferred sales charge) the sales commissions paid to authorized
brokers or dealers.

Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of a front-
end sales load and at the same time permit the Distributor to compensate
brokers and dealers in connection with the sale of Class B shares of the
Fund. The Distributor's actual distribution expenses for any given year
may exceed the aggregate of payments received pursuant to the Class B Plan
and from contingent deferred sales charges, and such expenses will be
carried forward and paid in future years. The Fund will be charged only
for interest expenses, carrying charges or other financial costs that are
directly related to the carry-forward of actual distribution expenses.
For example, if the Distributor incurred distribution expenses of $4
million in a given fiscal year, of which $2,000,000 was recovered in the
form of contingent deferred sales charges paid by investors and $1,600,000
was reimbursed in the form of payments made by the Fund to the Distributor
under the Class B Plan, the balance of $400,000 (plus interest) would be
subject to recovery in future fiscal years from such sources.

In the event the Class B Plan is terminated, the Distributor is
entitled to continue to receive the asset-based sales charge of 0.75% per
annum on Class B shares sold prior to termination until the Distributor
has recovered its Class B distribution expenses incurred prior to
termination from such payments and from the Class B CDSC.

The Class B Plan allows for the carry-forward of distribution
expenses, to be recovered from asset-based sales charges in subsequent
fiscal periods, as described in the Prospectus. The asset-based sales
charge paid to the Distributor by the Fund under the Class B Plan is
intended to allow the Distributor to recoup the cost of sales commissions
paid to authorized brokers and dealers at the time of sale, plus financing
costs, as described in the Prospectus. Such payments may also be used to
pay for the following expenses in connection with the distribution of
Class B shares: (i) financing the advance of the service fee payment to
Recipients under the Class B Plan, (ii) compensation and expenses of
personnel employed by the Distributor to support distribution of Class B
shares, and (iii) costs of sales literature, advertising and prospectuses
(other than those furnished to current shareholders) and state "blue sky"
registration fees.

About Your Account

How To Buy Shares

Alternative Sales Arrangements - Class A and Class B Shares. The
availability of two classes of shares permits an investor to choose the
method of purchasing shares that is more beneficial to the investor
depending on the amount of the purchase, the length of time the investor
expects to hold shares and other relevant circumstances. Investors should
understand that the purpose and function of the deferred sales charge and
asset-based sales charge with respect to Class B shares are the same as
those of the initial sales charge with respect to Class A shares. Any
salesperson or other person entitled to receive compensation for selling
Fund shares may receive different compensation with respect to one class
of shares than the other. The Distributor will not accept any order for
$500,000 or more of Class B shares on behalf of a single investor (not
including dealer "street name" or omnibus accounts) because generally it
will be more advantageous for that investor to purchase Class A shares of
the Fund instead.

The two classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B shares and the dividends payable on Class B shares will be reduced by
incremental expenses borne solely by that class, including the asset-based
sales charge to which Class B shares are subject.

The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A and Class B shares recognizes two
types of expenses. General expenses that do not pertain specifically to
either class are allocated pro rata to the shares of each class, based on
the percentage of the net assets of such class to the Fund's total assets,
and then equally to each outstanding share within a given class. Such
general expenses include (i) management fees, (ii) legal, bookkeeping and
audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other materials for
current shareholders, (iv) fees to unaffiliated Trustees, (v) custodian
expenses, (vi) share issuance costs, (vii) organization and start-up
costs, (viii) interest, taxes and brokerage commissions, and (ix) non-
recurring expenses, such as litigation costs. Other expenses that are
directly attributable to a class are allocated equally to each outstanding
share within that class. Such expenses include (i) Distribution and
Service Plan fees, (ii) incremental transfer and shareholder servicing
agent fees and expenses, (iii) registration fees and (iv) shareholder
meeting expenses, to the extent that such expenses pertain to a specific
class rather than to the Fund as a whole.

Determination of Net Asset Value Per Share. The net asset values per
share of Class A and Class B shares of the Fund are determined as of the
close of business of The New York Stock Exchange on each day that the
Exchange is open, by dividing the Fund's net assets attributable to a
class by the number of shares of that class that are outstanding. The
Exchange normally closes at 4:00 P.M., New York time, but may close
earlier on some days (for example, in case of weather emergencies or on
days falling before a holiday). The Exchange's most recent annual
announcement (which is subject to change) states that it will close on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. It may also close on other
days. Trading in debt securities and foreign securities at times when the
New York Stock Exchange is closed, including weekends and holidays, or
after the close of the Exchange on a regular business day. The Fund may
invest a substantial portion of its assets in foreign securities primarily
listed on foreign exchanges or in foreign over-the-counter markets that
may trade on Saturdays or customary U.S. business holidays on which the
Exchange is closed. Because the Fund's net asset value will not be
calculated on those days, the Fund's net asset value per share may be
significantly affected on such days when shareholders may not purchase or
redeem shares.

The Trust's Board of Trustees has established procedures for the
valuation of the Fund's securities generally as follows: (i) equity
securities traded on a securities exchange or on NASDAQ for which last
sale information is regularly reported are valued at the last reported
sale price on their primary exchange or NASDAQ that day (or, in the
absence of sales that day, at values based on the last sale prices of the
preceding trading day or closing bid and asked prices); (ii) NASDAQ and
other unlisted equity securities for which last sales prices are not
regularly reported but for which over-the-counter market quotations are
readily available are valued at the highest closing bid price at the time
of valuation, or if no closing bid price is reported, on the basis of a
closing bid price obtained from a dealer who maintains an active market
in that security; (iii) securities (including restricted securities) not
having readily available market quotations are valued at fair value under
the Board's procedures; (iv) unlisted debt securities having a remaining
maturity in excess of 60 days are valued at the mean between the asked and
bid prices determined by a portfolio pricing service approved by the
Trust's Board of Trustees or obtained from an active market maker on the
basis of reasonable inquiry; (v) short-term debt securities having a
remaining maturity of 60 days or less are valued at cost, adjusted for
amortization of premiums and accretion of discounts; and (vi) securities
traded on foreign exchanges or in foreign over-the-counter markets are
valued as determined by a portfolio pricing service, approved by the
Board, based on last sales prices reported on a principal exchange or the
mean between closing bid and asked prices and reflect prevailing rates of
exchange taken from the closing price on the London foreign exchange
market that day. Foreign currency will be valued as close to the time
fixed for the valuation date as is reasonably practicable. The value of
securities denominated in foreign currency will be converted to U.S.
dollars at the prevailing rates of exchange at the time of valuation.

Trading in securities on European and Asian exchanges and over-
the-counter markets is normally completed before the close of The New York
Stock Exchange. Events affecting the values of foreign securities traded
in stock markets that occur between the time their prices are determined
and the close of the Exchange will not be reflected in the Fund's
calculation of net asset value unless the Board of Trustees, the Manager,
and/or the Sub-Adviser, under procedures established by the Board of
Trustees, determines that the particular event would materially affect the
Fund's net asset value, in which case an adjustment would be made, if
necessary. Foreign currency will be valued as close to the time fixed for
the valuation date as is reasonably practicable. The values of securities
denominated in foreign currency will be converted to U.S. dollars at the
prevailing rates of exchange at the time of valuation.

In the case of U.S. Government Securities, mortgage-backed
securities, foreign fixed-income securities and corporate bonds, when last
sale information is not generally available, such pricing procedures may
include "matrix" comparisons to the prices for comparable instruments on
the basis of quality, yield, maturity, and other special factors involved.
The Trust's Board of Trustees has authorized the Manager and/or the Sub-
Adviser to employ a pricing service to price U.S. Government Securities,
mortgage-backed securities, foreign government securities and corporate
bonds. The Trustees will monitor the accuracy of such pricing services
by comparing prices used for portfolio evaluation to actual sales prices
of selected securities.

Calls, puts and Futures held by the Fund are valued at the last
sale prices on the principal exchange on which they are traded, or on
NASDAQ, as applicable, if there are no sales that day, in accordance with
(i) above. Forward currency contracts are valued at the closing price on
the London foreign exchange market. When the Fund writes an option, an
amount equal to the premium received by the Fund is included in the Fund's
Statement of Assets and Liabilities as an asset, and an equivalent
deferred credit is included in the liability section. The deferred credit
is adjusted ("marked-to-market") to reflect the current market value of
the option. In determining the Fund's gain on investments, if a call
written by the Fund is exercised, the proceeds are increased by the
premium received. If a call or put written by the Fund expires, the Fund
has a gain in the amount of the premium; if the Fund enters into a closing
purchase transaction, it will have a gain or loss depending on whether the
premium was more or less than the cost of the closing transaction. If
the Fund exercises a put it holds, the amount the Fund receives on its
sale of the underlying investment is reduced by the amount of premium paid
by the Fund.

- The OppenheimerFunds. The OppenheimerFunds are those mutual
funds for which the Distributor acts as the distributor or the sub-
distributor and include the following:

and the following "Money Market Funds":

- Letters of Intent. A Letter of Intent ("Letter") is the
investor's statement of intention to purchase Class A shares of the Fund
(and other eligible OppenheimerFunds) sold with a front-end sales charge
during the 13-month period from the investor's first purchase pursuant to
the Letter (the "Letter of Intent period"), which may, at the investor's
request, include purchases made up to 90 days prior to the date of the
Letter. The Letter states the investor's intention to make the aggregate
amount of purchases (excluding any purchases made by reinvestment of
dividends or distributions or purchases made at net asset value without
sales charge), which together with the investor's holdings of such funds
(calculated at their respective public offering prices calculated on the
date of the Letter) will equal or exceed the amount specified in the
Letter. This enables the investor to obtain the reduced sales charge rate
(as set forth in the Prospectus) applicable to purchases of shares in that
amount (the "intended purchase amount"). Each purchase under the Letter
will be made at the public offering price applicable to a single lump-sum
purchase of shares in the intended purchase amount, as described in the
Prospectus.

In submitting a Letter, the investor makes no commitment to
purchase shares, but if the investor's purchases of shares within the
Letter of Intent period, when added to the value (at offering price) of
the investor's holdings of shares on the last day of that period, do not
equal or exceed the intended purchase amount, the investor agrees to pay
the additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.

- Terms of Escrow that Apply to Letters of Intent.

1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
to 5% of the intended purchase amount specified in the Letter shall be
held in escrow by the Transfer Agent. For example, if the intended
purchase amount is $50,000, the escrow shall be shares valued in the
amount of $2,500 (computed at the public offering price adjusted for a
$50,000 purchase). Any dividends and capital gains distributions on the
escrowed shares will be credited to the investor's account.

2. If the intended purchase amount specified under the Letter
is completed within the thirteen-month Letter of Intent period, the
escrowed shares will be promptly released to the investor.

3. If, at the end of the thirteen-month Letter of Intent
period the total purchases pursuant to the Letter are less than the
intended purchase amount specified in the Letter, the investor must remit
to the Distributor an amount equal to the difference between the dollar
amount of sales charges actually paid and the amount of sales charges
which would have been paid if the total amount purchased had been made at
a single time. Such sales charge adjustment will apply to any shares
redeemed prior to the completion of the Letter. If such difference in
sales charges is not paid within twenty days after a request from the
Distributor or the dealer, the Distributor will, within sixty days of the
expiration of the Letter, redeem the number of escrowed shares necessary
to realize such difference in sales charges. Full and fractional shares
remaining after such redemption will be released from escrow. If a
request is received to redeem escrowed shares prior to the payment of such
additional sales charge, the sales charge will be withheld from the
redemption proceeds.

4. By signing the Letter, the investor irrevocably constitutes
and appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.

5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of the Letter) do not
include any shares sold without a front-end sales charge or without being
subject to a Class A contingent deferred sales charge unless (for the
purpose of determining completion of the obligation to purchase shares
under the Letter) the shares were acquired in exchange for shares of one
of the OppenheimerFunds whose shares were acquired by payment of a sales
charge.

6. Shares held in escrow hereunder will automatically be
exchanged for shares of another fund to which an exchange is requested,
as described in the section of the Prospectus entitled "Exchange
Privilege," and the escrow will be transferred to that other fund.

How to Sell Shares

Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.

- Involuntary Redemptions. The Trust's Board of Trustees has the
right to cause the involuntary redemption of the shares held in any
account if the aggregate net asset value of these shares is less than
$1,000 or such lesser amount as the Board may fix. The Board of Trustees
will not cause the involuntary redemption of shares in an account if the
aggregate net asset value of the shares has fallen below the stated
minimum solely as a result of market fluctuations. Should the Board elect
to exercise this right, it may also fix, in accordance with the Investment
Company Act, the requirements for any notice to be given to the
shareholders in question (not less than 30 days), or the Board may set
requirements for granting permission to the shareholder to increase the
investment, and set other terms and conditions so that the shares would
not be involuntarily redeemed.

- Payments "In Kind". The Prospectus states that payment for
shares tendered for redemption is ordinarily made in cash. However, the
Board of Trustees of the Trust may determine that it would be detrimental
to the best interests of the remaining shareholders of the Fund to make
payment of a redemption order wholly or partly in cash. In that case the
Fund may pay the redemption proceeds in whole or in part by a distribution
"in kind" of securities from the portfolio of the Fund, in lieu of cash,
in conformity with applicable rules of the Securities and Exchange
Commission. The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act, pursuant to which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net assets
of the Fund during any 90-day period for any one shareholder. If shares
are redeemed in kind, the redeeming shareholder might incur brokerage or
other costs in selling the securities for cash. The method of valuing
securities used to make redemptions in kind will be the same as the method
the Fund uses to value its portfolio securities described above under
"Determination of Net Asset Value Per Share" and that valuation will be
made as of the time the redemption price is determined.

Reinvestment Privilege. Within six months of a redemption, a shareholder
may reinvest all or part of the redemption proceeds of (i) Class A shares,
or (ii) Class B shares that were subject to the Class B contingent
deferred sales charge when redeemed. The reinvestment may be made without
sales charge only in Class A shares of the Fund or any of the other
OppenheimerFunds into which shares of the Fund are exchangeable as
described below, at the net asset value next computed after the Transfer
Agent receives the reinvestment order. The shareholder must ask the
Distributor for such privilege at the time of reinvestment. Any capital
gain that was realized when the shares were redeemed is taxable, and
reinvestment will not alter any capital gains tax payable on that gain.
If there has been a capital loss on the redemption, some or all of the
loss may not be tax deductible, depending on the timing and amount of the
reinvestment. Under the Internal Revenue Code, if the redemption
proceeds of Fund shares on which a sales charge was paid are reinvested
in shares of the Fund or another of the OppenheimerFunds within 90 days
of payment of the sales charge, the shareholder's basis in the shares of
the Fund that were redeemed may not include the amount of the sales charge
paid. That would reduce the loss or increase the gain recognized from the
redemption. However, in that case the sales charge would be added to the
basis of the shares acquired by the reinvestment of the redemption
proceeds. The Fund may amend, suspend or cease offering this reinvestment
privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation.

Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of either class at the time of transfer
to the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B contingent deferred
sales charge will be followed in determining the order in which shares are
transferred.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
to Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request exchanges or redemption of
their accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Trustee and the
Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B shareholders should not establish withdrawal
plans that would require the redemption of shares purchased subject to a
contingent deferred sales charge and held less than 6 years, because of
the imposition of the Class B contingent deferred sales charge on such
withdrawals (except where the Class B contingent deferred sales charge is
waived as described in the Prospectus under "Waivers of Class B Sales
Charges").

- Automatic Exchange Plans. Shareholders can authorize the
Transfer Agent (on the OppenheimerFunds Application or signature-
guaranteed instructions) to exchange a pre-determined amount of shares of
the Fund for shares (of the same class) of other OppenheimerFunds
automatically on a monthly, quarterly, semi-annual or annual basis under
an Automatic Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How
to Exchange Shares" in the Prospectus and below in this Statement of
Additional Information.

- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and thereafter shares acquired with
reinvested dividends and capital gains distributions will be redeemed
next, followed by shares acquired with a sales charge, to the extent
necessary to make withdrawal payments. Depending upon the amount
withdrawn, the investor's principal may be depleted. Payments made under
withdrawal plans should not be considered as a yield or income on your
investment.

For accounts subject to Automatic Withdrawal Plans, distributions
of capital gains must be reinvested in shares of the Fund, which will be
done at net asset value without a sales charge. Dividends on shares held
in the account may be paid in cash or reinvested.

Redemptions of shares needed to make withdrawal payments will be
made at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (the receipt of payment on the date selected cannot
be guaranteed), according to the choice specified in writing by the
Planholder.

The amount and the interval of disbursement payments and the
address to which checks are to be mailed or AccountLink payments are to
be sent may be changed at any time by the Planholder by writing to the
Transfer Agent. The Planholder should allow at least two weeks' time in
mailing such notification for the requested change to be put in effect.
The Planholder may, at any time, instruct the Transfer Agent by written
notice (in proper form in accordance with the requirements of the then-
current Prospectus of the Fund) to redeem all, or any part of, the shares
held under the Plan. In that case, the Transfer Agent will redeem the
number of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.

The Plan may be terminated at any time by the Planholder by
writing to the Transfer Agent. A Plan may also be terminated at any time
by the Transfer Agent upon receiving directions to that effect from the
Fund. The Transfer Agent will also terminate a Plan upon receipt of
evidence satisfactory to it of the death or legal incapacity of the
Planholder. Upon termination of a Plan by the Transfer Agent or the Fund,
shares that have not been redeemed from the account will be held in
uncertificated form in the name of the Planholder, and the account will
continue as a dividend-reinvestment, uncertificated account unless and
until proper instructions are received from the Planholder or his or her
executor or guardian, or other authorized person.

If the Transfer Agent ceases to act as transfer agent for the
Fund, the Planholder will be deemed to have appointed any successor
transfer agent to act as agent in administering the Plan.

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
the OppenheimerFunds that have a single class without a class designation
are deemed "Class A" shares for this purpose. All OppenheimerFunds offer
Class A shares (except for Oppenheimer Strategic Diversified Income Fund),
but only the following other OppenheimerFunds currently offer Class B
shares:

Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Main Street Income & Growth Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Investment Grade Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer High Yield Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Cash Reserves (Class B shares are available
only by exchange)
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Discovery Fund

Class A shares of OppenheimerFunds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge). Shares
of this Fund acquired by reinvestment of dividends or distributions from
any other of the OppenheimerFunds or from any unit investment trust for
which reinvestment arrangements have been made with the Distributor may
be exchanged at net asset value for shares of any of the OppenheimerFunds.
No contingent deferred sales charge is imposed on exchanges of shares of
either class purchased subject to a contingent deferred sales charge.
However, when Class A shares acquired by exchange of Class A shares of
other OppenheimerFunds purchased subject to a Class A contingent deferred
sales charge are redeemed within 18 months of the end of the calendar
month of the initial purchase of the exchanged Class A shares, the Class
A contingent deferred sales charge is imposed on the redeemed shares (see
"Class A Contingent Deferred Sales Charge" in the Prospectus). The Class
B contingent deferred sales charge is imposed on Class B shares acquired
by exchange if they are redeemed within 6 years of the initial purchase
of the exchanged Class B shares.

When Class B shares are redeemed to effect an exchange, the
priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B contingent deferred sales charge will be
followed in determining the order in which the shares are exchanged.
Shareholders should take into account the effect of any exchange on the
applicability and rate of any contingent deferred sales charge that might
be imposed in the subsequent redemption of remaining shares. Shareholders
owning shares of both classes must specify whether they intend to exchange
Class A or Class B shares.

The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of 10 or more
accounts. The Fund may accept requests for exchanges of up to 50 accounts
per day from representatives of authorized dealers that qualify for this
privilege. In connection with any exchange request, the number of shares
exchanged may be less than the number requested if the exchange or the
number requested would include shares subject to a restriction cited in
the Prospectus or this Statement of Additional Information or shares
covered by a share certificate that is not tendered with the request. In
those cases, only the shares available for exchange without restriction
will be exchanged.

When exchanging shares by telephone, a shareholder must either
have an existing account in, or obtain and acknowledge receipt of a
prospectus of, or acknowledge receipt of a prospectus of, the fund to
which the exchange is to be made. For full or partial exchanges of an
account made by telephone, any special account features such as Asset
Builder Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

Shares to be exchanged are redeemed on the regular business day
the Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
request from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).

The different OppenheimerFunds available for exchange have
different investment objectives, policies and risks, and a shareholder
should assure that the Fund selected is appropriate for his or her
investment and should be aware of the tax consequences of an exchange.
For federal tax purposes, an exchange transaction is treated as a
redemption of shares of one fund and a purchase of shares of another.
"Reinvestment Privilege," above, discusses some of the tax consequences
of reinvestment of redemption proceeds in such cases. The Fund, the
Distributor, and the Transfer Agent are unable to provide investment, tax
or legal advice to a shareholder in connection with an exchange request
or any other investment transaction.

Dividends, Capital Gains And Taxes

Dividends and Distributions. Dividends, distributions and the proceeds
of the redemption of Fund shares represented by checks returned to the
Transfer Agent by the Postal Service as undeliverable will be invested in
shares of Oppenheimer Money Market Fund, Inc., as promptly as possible
after the return of such checks to the Transfer Agent, to enable the
investor to earn a return on otherwise idle funds.
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends which the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days.
A corporate shareholder will not be eligible for the deduction on
dividends paid on shares held for 45 days or less. To the extent the
Fund's dividends are derived from its gross income from option premiums,
interest income or short-term gains from the sale of securities, or
dividends from foreign corporations, its dividends will not qualify for
the deduction. It is expected that for the most part the Fund's dividends
will not qualify, because of the nature of the investments held by the
Fund in its portfolio.

Under the Internal Revenue Code, by December 31 each year the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet
those requirements, the Trust's Board and Manager might determine in a
particular year that it would be in the best interest of shareholders for
the Fund not to make such distributions at the required levels and to pay
the excise tax on the undistributed amounts. That would reduce the amount
of income or capital gains available for distribution to shareholders.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed in "Reduced
Sales Charges" above at net asset value without sales charge. As of the
date of this Statement of Additional Information, not all of the
OppenheimerFunds offer Class B shares. To elect this option, a
shareholder must notify the Transfer Agent in writing and either have an
existing account in the fund selected for reinvestment or must obtain a
prospectus for that fund and an application from the Distributor to
establish an account. The investment will be made at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. Dividends and/or distributions from shares of
other OppenheimerFunds may be invested in shares of the Fund on the same
basis.

Additional Information About The Fund

<PAGE>

Appendix A: Industry Classifications

<PAGE>

==========================================================
==========================================================
===============
The Board of Trustees and Shareholders of Oppenheimer Value Stock Fund:

We have audited the accompanying statement of assets and liabilities, including the statement of
investments, of Oppenheimer Value Stock 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
December 22, 1986 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 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 Value Stock 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 LLP

Denver, Colorado
January 23, 1995

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statement of Investments December 31, 1994
-----------------------------------------------------------------------------------------------------

Face Market Value
Amount See Note 1
==========================================================
==========================================================
===============
<S> <C> <C> <C>
Short-Term Notes--9.1%
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--3.3%
- -----------------------------------------------------------------------------------------------------------------------------------
Food Wholesalers--3.3% Pioneer Hi-Bred International, Inc., 5.97%, 1/10/95 $1,880,000 $ 1,877,194
-----------------------------------------------------------------------------------------------------
Tyson Foods, Inc., 6.10%, 1/4/95 1,515,000 1,514,230
------------
3,391,424

- -----------------------------------------------------------------------------------------------------------------------------------
Financial--2.9%
- -----------------------------------------------------------------------------------------------------------------------------------
Financial Services: Countrywide Funding Corp., 6.30%, 1/6/95 2,000,000 1,998,250
-----------------------------------------------------------------------------------------------------
Miscellaneous--2.9% General Motors Acceptance Corp., 6.05%, 1/9/95 165,000 164,778
-----------------------------------------------------------------------------------------------------
ITT Financial Corp., 5.53%, 1/3/95 710,000 710,000
-----------------------------------------------------------------------------------------------------
PS Colorado Credit Corp., 5.95%, 1/25/95 170,000 169,326
------------
3,042,354

- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--2.9%
- -----------------------------------------------------------------------------------------------------------------------------------
Electric Companies--1.8% Texas Electric Services Co., 6.20%, 1/5/95 1,920,000 1,918,677
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone--1.1% GTE Norwest, Inc., 5.88%, 1/13/95 1,115,000 1,112,815
------------
Total Short-Term Notes (Cost $9,465,270) 9,465,270

Shares
==========================================================
==========================================================
===============
Common Stocks--91.2%
- -----------------------------------------------------------------------------------------------------------------------------------
Basic Materials--10.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Aluminum--0.9% Reynolds Metals Co. 19,000 931,000
- -----------------------------------------------------------------------------------------------------------------------------------
Chemicals--2.9% Du Pont (E.I.) De Nemours & Co. 20,500 1,153,125
-----------------------------------------------------------------------------------------------------
Eastman Chemical Co. 37,000 1,868,500
------------
3,021,625

- -----------------------------------------------------------------------------------------------------------------------------------
Chemicals: Specialty--2.0% Lubrizol Corp. (The) 33,000 1,117,875
-----------------------------------------------------------------------------------------------------
Nalco Chemical Co. 27,200 911,200
------------
2,029,075

- -----------------------------------------------------------------------------------------------------------------------------------
Metal: Miscellaneous--0.7% Phelps Dodge Corp. 11,500 711,563
- -----------------------------------------------------------------------------------------------------------------------------------
Paper and Forest Westvaco Corp. 30,500 1,197,125
-----------------------------------------------------------------------------------------------------
Products--3.5% Weyerhaeuser Co. 49,000 1,837,500
-----------------------------------------------------------------------------------------------------
Willamette Industries, Inc. 13,300 631,750
------------
3,666,375

- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--13.8%
- -----------------------------------------------------------------------------------------------------------------------------------
Auto Parts: After Market--3.2% Genuine Parts Co. 50,500 1,818,000
-----------------------------------------------------------------------------------------------------
Goodyear Tire & Rubber Co. 43,800 1,472,775
------------
3,290,775
</TABLE>

5 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statement of Investments (Continued)
-----------------------------------------------------------------------------------------------------
Market Value
Shares See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Automobiles--1.6% Ford Motor Co. 57,500 $ 1,610,000
- -----------------------------------------------------------------------------------------------------------------------------------
Hardware and Tools--1.1% Stanley Works (The) 32,000 1,144,000
- -----------------------------------------------------------------------------------------------------------------------------------
Leisure Time--1.0% Eastman Kodak Co. 22,500 1,074,375
- -----------------------------------------------------------------------------------------------------------------------------------
Publishing--3.1% Dun & Bradstreet Corp. (The) 33,500 1,842,500
-----------------------------------------------------------------------------------------------------
McGraw-Hill, Inc. 21,000 1,404,375
------------
3,246,875

- -----------------------------------------------------------------------------------------------------------------------------------
Retail Stores: May Department Stores Co. 45,500 1,535,625
Department Stores--1.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Retail Stores: General Kmart Corp. 30,500 396,500
-----------------------------------------------------------------------------------------------------
Merchandise Chains--1.2% Penney (J.C.) Co., Inc. 19,000 847,875
------------
1,244,375

- -----------------------------------------------------------------------------------------------------------------------------------
Textiles: Apparel V.F. Corp. 23,500 1,142,687
Manufacturers--1.1%
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--14.7%
- -----------------------------------------------------------------------------------------------------------------------------------
Beverages: Alcoholic--1.2% Brown-Forman Corp., Cl. B 40,500 1,235,250
- -----------------------------------------------------------------------------------------------------------------------------------
Beverages: Soft Drinks--1.0% PepsiCo, Inc. 28,000 1,015,000
- -----------------------------------------------------------------------------------------------------------------------------------
Drugs--3.7% Pfizer, Inc. 35,000 2,703,750
-----------------------------------------------------------------------------------------------------
Schering-Plough 15,000 1,110,000
------------
3,813,750

- -----------------------------------------------------------------------------------------------------------------------------------
Food Processing--3.7% Archer-Daniels-Midland Co. 51,690 1,066,105
-----------------------------------------------------------------------------------------------------
CPC International, Inc. 31,500 1,677,375
-----------------------------------------------------------------------------------------------------
Pioneer Hi-Bred International, Inc. 33,000 1,138,500
------------
3,881,980

- -----------------------------------------------------------------------------------------------------------------------------------
Healthcare: Diversified--2.5% Bristol-Myers Squibb Co. 44,000 2,546,500
- -----------------------------------------------------------------------------------------------------------------------------------
Household Products--1.2% Clorox Co. (The) 20,500 1,206,938
- -----------------------------------------------------------------------------------------------------------------------------------
Medical Products--1.4% Becton, Dickinson & Co. 31,000 1,488,000
- -----------------------------------------------------------------------------------------------------------------------------------
Energy--8.6%
- -----------------------------------------------------------------------------------------------------------------------------------
Oil: Exploration and Kerr-McGee Corp. 21,000 966,000
Production--0.9%
- -----------------------------------------------------------------------------------------------------------------------------------
Oil:Integrated Domestic--0.9% Atlantic Richfield Co. 9,000 915,750
- -----------------------------------------------------------------------------------------------------------------------------------
Oil: Integrated Amoco Corp. 37,300 2,205,363
International--6.8% -----------------------------------------------------------------------------------------------------
Chevron Corp. 48,500 2,164,313
-----------------------------------------------------------------------------------------------------
Mobil Corp. 20,000 1,685,000
-----------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co. 9,000 967,500
------------
7,022,176

</TABLE>

6 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------

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

Market Value
Shares See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Industrial--15.6%
- -----------------------------------------------------------------------------------------------------------------------------------
Commercial Services--1.2% Donnelley (R.R.) & Sons Co. 43,500 $ 1,283,250
- -----------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment--7.9% AMP, Inc. 37,400 2,720,850
-----------------------------------------------------------------------------------------------------
General Electric Co. 53,500 2,728,500
-----------------------------------------------------------------------------------------------------
Grainger (W. W.), Inc. 24,000 1,386,000
-----------------------------------------------------------------------------------------------------
Honeywell, Inc. 2,700 85,050
-----------------------------------------------------------------------------------------------------
Hubbell, Inc., Cl. B 23,521 1,252,493
------------
8,172,893

- -----------------------------------------------------------------------------------------------------------------------------------
Manufacturing: Dover Corp. 20,000 1,032,500
-----------------------------------------------------------------------------------------------------
Diversified Industrials--4.1% General Signal Corp. 33,600 1,071,000
-----------------------------------------------------------------------------------------------------
Harsco Corp. 20,500 837,938
-----------------------------------------------------------------------------------------------------
Parker-Hannifin Corp. 29,000 1,319,500
------------
4,260,938

- -----------------------------------------------------------------------------------------------------------------------------------
Railroads--1.3% Norfolk Southern Corp. 23,000 1,394,375
- -----------------------------------------------------------------------------------------------------------------------------------
Truckers--1.1% Roadway Services, Inc. 20,000 1,135,000
- -----------------------------------------------------------------------------------------------------------------------------------
Financial--11.4%
- -----------------------------------------------------------------------------------------------------------------------------------
Financial Services: American Express Co. 55,000 1,622,500
Miscellaneous--1.6%
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance: Life--1.0% Jefferson-Pilot Corp. 19,850 1,029,718
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance: Multi-Line--1.0% Unitrin, Inc. 24,500 1,053,500
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance: Property SAFECO Corp. 39,500 2,054,000
And Casualty--2.0%
- -----------------------------------------------------------------------------------------------------------------------------------
Major Banks: Regional--4.2% Comerica, Inc. 52,500 1,279,688
-----------------------------------------------------------------------------------------------------
CoreStates Financial Corp. 50,000 1,300,000
-----------------------------------------------------------------------------------------------------
Norwest Corp. 38,000 888,250
-----------------------------------------------------------------------------------------------------
Wachovia Corp. 27,040 872,040
------------
4,339,978

- -----------------------------------------------------------------------------------------------------------------------------------
Money Center Banks--1.6% Bank of New York, Inc. 55,500 1,609,500
- -----------------------------------------------------------------------------------------------------------------------------------
Technology--12.6%
- -----------------------------------------------------------------------------------------------------------------------------------
Aerospace/Defense--3.3% Boeing Co. (The) 24,000 1,122,000
-----------------------------------------------------------------------------------------------------
Lockheed Corp. 14,500 1,053,063
-----------------------------------------------------------------------------------------------------
Rockwell International Corp. 15,500 554,125
-----------------------------------------------------------------------------------------------------
TRW, Inc. 10,500 693,000
------------
3,422,188

- -----------------------------------------------------------------------------------------------------------------------------------
Computer Systems--0.9% International Business Machines Corp. 12,500 918,750
- -----------------------------------------------------------------------------------------------------------------------------------
Electronics: Hewlett-Packard Co. 26,300 2,626,713
Instrumentation--2.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Office Equipment and Minnesota Mining & Manufacturing Co. 45,000 2,401,875
-----------------------------------------------------------------------------------------------------
Supplies--5.0% Pitney Bowes, Inc. 47,500 1,508,125
-----------------------------------------------------------------------------------------------------
Xerox Corp. 13,000 1,287,000
------------
5,197,000
</TABLE>

7 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statement of Investments (Continued)
-----------------------------------------------------------------------------------------------------

Market Value
Shares See Note 1
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Telecommunications--0.9% Rochester Telephone Corp. 42,200 $ 891,474
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--4.5%
- -----------------------------------------------------------------------------------------------------------------------------------
Electric Companies--2.2% Niagara Mohawk Power Corp. 56,500 805,125
-----------------------------------------------------------------------------------------------------
NIPSCO Industries, Inc. 21,500 639,625
-----------------------------------------------------------------------------------------------------
Scana Corp. 20,000 842,500
------------
2,287,250

- -----------------------------------------------------------------------------------------------------------------------------------
Natural Gas--0.7% Consolidated Natural Gas Co. 21,000 745,500
- -----------------------------------------------------------------------------------------------------------------------------------
Telephone--1.6% Ameritech Corp. 23,000 928,625
-----------------------------------------------------------------------------------------------------
Southern New England Telecommunications Corp. 23,000 738,875
------------
1,667,500
------------
Total Common Stocks (Cost $80,096,895) 94,451,721

- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $89,562,165) 100.3% 103,916,991
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities in Excess of Other Assets (0.3) (296,331)
----- ------------
Net Assets 100.0% $103,620,660
===== ============

</TABLE>

See accompanying Notes to Financial Statements.

8 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statement of Assets and Liabilities December 31, 1994
-----------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
<S> <C>
Assets Investments, at value (cost $89,562,165)--see accompanying statement $103,916,991
-----------------------------------------------------------------------------------------------------
Cash 4,715
-----------------------------------------------------------------------------------------------------
Receivables:
Interest and dividends 286,290
Shares of beneficial interest sold 184,483
-----------------------------------------------------------------------------------------------------
Other 20,975
------------
Total assets 104,413,454

==========================================================
==========================================================
===============
Liabilities Payables and other liabilities:
Shares of beneficial interest redeemed 322,571
Investments purchased 309,126
Distribution and service plan fees--Note 4 63,552
Dividends 18,262
Deferred trustee fees--Note 5 4,539
Other 74,744
------------
Total liabilities 792,794

==========================================================
==========================================================
===============
Net Assets $103,620,660
============

==========================================================
==========================================================
===============
Composition of Paid-in capital $ 89,314,351
Net Assets -----------------------------------------------------------------------------------------------------
Undistributed (overdistributed) net investment income (79,874)
-----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) from investment transactions 31,357
-----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) on investments--Note 3 14,354,826
------------
Net assets $103,620,660
============

==========================================================
==========================================================
===============
Per Share Class A Shares:
Net Asset Value Net asset value and redemption price per share (based on net assets
of $92,727,561 and 6,548,260 shares of beneficial interest outstanding) $14.16

Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $15.02

-----------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $10,893,099 and 772,962 shares of beneficial interest outstanding) $14.09

</TABLE>

See accompanying Notes to Financial Statements.

9 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statement of Operations For the Year Ended December 31, 1994
-----------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
<S> <C>
Investment Income Dividends $ 2,930,464
-----------------------------------------------------------------------------------------------------
Interest 429,125
------------
Total income 3,359,589

==========================================================
==========================================================
===============
Expenses Management fees--Note 4 738,121
-----------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A--Note 4 221,818
Class B--Note 4 78,251
-----------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 4 109,435
-----------------------------------------------------------------------------------------------------
Shareholder reports 78,305
-----------------------------------------------------------------------------------------------------
Custodian fees and expenses 24,265
-----------------------------------------------------------------------------------------------------
Legal and auditing fees 18,674
-----------------------------------------------------------------------------------------------------
Trustees' fees and expenses 1,695
-----------------------------------------------------------------------------------------------------
Registration and filing fees--Class B 2,175
-----------------------------------------------------------------------------------------------------
Other 30,856
------------
Total expenses 1,303,595

==========================================================
==========================================================
===============
Net Investment Income (Loss) 2,055,994

==========================================================
==========================================================
===============
Realized and Unrealized Net realized gain (loss) on investments 2,820,946
Gain (Loss) on Investments
-----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments (1,764,415)
------------
Net realized and unrealized gain (loss) on investments 1,056,531

</TABLE>

See accompanying Notes to Financial Statements.

10 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Statements of Changes in Net Assets
-----------------------------------------------------------------------------------------------------

Year Ended December 31,
1994 1993
==========================================================
==========================================================
===============
<S> <C> <C>
Operations Net investment income (loss) $ 2,055,994 $ 1,598,257
-----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments 2,820,946 4,772,844
-----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation or depreciation on investments (1,764,415) (52,118)
------------- -------------
Net increase (decrease) in net assets resulting from operations 3,112,525 6,318,983

==========================================================
==========================================================
===============
Dividends and Dividends from net investment income:
Distributions to Class A ($.31 and $.288 per share, respectively) (1,921,684) (1,573,023)
Shareholders Class B ($.209 and $.166 per share, respectively) (130,461) (33,142)
-----------------------------------------------------------------------------------------------------
Dividends in excess of net investment income:
Class A ($.01 per share) (74,310) --
Class B ($.01 per share) (5,047) --
-----------------------------------------------------------------------------------------------------
Distributions from net realized gain on investments:
Class A ($.395 and $.76 per share, respectively) (2,490,365) (4,515,011)
Class B ($.395 and $.76 per share, respectively) (290,318) (258,413)

==========================================================
==========================================================
===============
Beneficial Interest Net increase (decrease) in net assets resulting from Class A
Transactions beneficial interest transactions--Note 2 3,834,762 30,973,434
-----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from Class B
beneficial interest transactions--Note 2 5,957,338 5,339,170

==========================================================
==========================================================
===============
Net Assets Total increase (decrease) 7,992,440 36,251,998
-----------------------------------------------------------------------------------------------------
Beginning of period 95,628,220 59,376,222
------------- -------------
End of period [including undistributed (overdistributed) net
investment income of $(79,874) and $225, respectively] $ 103,620,660 $ 95,628,220
=============
=============

</TABLE>

See accompanying Notes to Financial Statements.

11 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Financial Highlights
--------------------------------------------------------------------------------------------------

12 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------
Notes to Financial Statements
-----------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
1. Significant Oppenheimer Value Stock Fund (the Fund) is a separate fund of Oppenheimer Integrity Funds, a
Accounting Policies diversified, open-end management investment company registered under the Investment Company
Act of
1940, as amended. The Fund's investment advisor is Oppenheimer Management Corporation (the
Manager).
The Fund offers both Class A and Class B shares. Class A shares are sold with a front-end sales
charge. Class B shares may be subject to a contingent deferred sales charge. Both classes of shares
have identical rights to earnings, assets and voting privileges, except that each class has its own
distribution and/or service plan, expenses directly attributable to a particular class and exclusive
voting rights with respect to matters affecting a single class. Class B shares will automatically
convert to Class A shares six years after the date of purchase. The following is a summary of
significant accounting policies consistently followed by the Fund.

-----------------------------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York time) on each trading
day. Listed and unlisted securities for which such information is regularly reported are valued at
the last sale price of the day or, in the absence of sales, at values based on the closing bid or
asked price or the last sale price on the prior trading day. Short-term debt securities having a
remaining maturity of 60 days or less are valued at cost (or last determined market value) adjusted
for amortization to maturity of any premium or discount. Securities for which market quotes are not
readily available are valued under procedures established by the Board of Trustees to determine fair
value in good faith.

-----------------------------------------------------------------------------------------------------
Allocation of Income, Expenses and Gains and Losses. Income, expenses (other than those attributable
to a specific class) and gains and losses are allocated daily to each class of shares based upon the
relative proportion of net assets represented by such class. Operating expenses directly attributable
to a specific class are charged against the operations of that class.

-----------------------------------------------------------------------------------------------------
Federal Income Taxes. The Fund intends to continue to comply with provisions of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of its taxable income,
including any net realized gain on investments not offset by loss carryovers, to shareholders.
Therefore, no federal income tax provision is required.

-----------------------------------------------------------------------------------------------------
Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the
ex-dividend date.

-----------------------------------------------------------------------------------------------------
Change in Accounting Classification of Distributions to Shareholders. Net investment income (loss)
and net realized gain (loss) may differ for financial statement and tax purposes. The character of
the distributions made during the year from net investment income or net realized gains may differ
from their ultimate characterization for federal income tax purposes. Also, due to timing of dividend
distributions, the fiscal year in which amounts are distributed may differ from the year that the
income or realized gain (loss) was recorded by the Fund. Effective January 1, 1994, the Fund adopted
Statement of Position 93-2: Determination, Disclosure, and Financial Statement Presentation of
Income, Capital Gain, and Return of Capital Distributions by Investment Companies. As a result, the
Fund changed the classification of distributions to shareholders to better disclose the differences
between financial statement amounts and distributions determined in accordance with income tax
regulations. Accordingly, subsequent to December 31, 1993, amounts have been reclassified to reflect
a decrease in paid-in capital of $42,792, a decrease in undistributed net investment income of $430,
and an increase in accumulated net realized gain on investments of $43,222. During the year ended
December 31, 1994, in accordance with Statement of Position 93-2, undistributed net investment income
was decreased by $4,161, accumulated net realized gain on investments was decreased by $8,906, and
paid-in capital was increased by $13,067.

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

</TABLE>
13 Oppenheimer Value Stock Fund

-----------------------------------------------------------------------------------------------------
Notes to Financial Statements (Continued)
-----------------------------------------------------------------------------------------------------

==========================================================
==========================================================
===============
2. Shares of The Fund has authorized an unlimited number of no par value shares of beneficial interest.
Beneficial Interest Transactions in shares of beneficial interest were as follows:

<CAPTION>
Year Ended Year Ended
December 31, 1994 December 31, 1993(1)
-------------------------- --------------------------
Shares Amount Shares Amount
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A:
Sold 1,880,960 $ 27,360,226 2,167,501 $ 19,481,793
Issued in connection with the acquisition
of Oppenheimer Blue Chip Fund--Note 6 -- -- 1,356,899 20,149,959
Dividends and distributions reinvested 311,720 4,414,279 379,876 5,528,826
Redeemed (1,924,358) (27,939,743) (1,808,202) (14,187,144)
------------ ------------ ------------ ------------
Net increase 268,322 $ 3,834,762 2,096,074 $ 30,973,434
============ ============
============ ============

-----------------------------------------------------------------------------------------------------
Class B:
Sold 499,617 $ 7,201,783 357,108 $ 5,313,077
Dividends and distributions reinvested 28,292 397,953 18,763 270,609
Redeemed (114,417) (1,642,398) (16,401) (244,516)
------------ ------------ ------------ ------------
Net increase 413,492 $ 5,957,338 359,470 $ 5,339,170
============ ============
============ ============

1. For the year ended December 31, 1993 for Class A shares and for the period from May 1, 1993
(inception of offering) to December 31, 1993 for Class B shares.

==========================================================
==========================================================
===============
<S> <C>
3. Unrealized Gains and At December 31, 1994, net unrealized appreciation on investments of $14,354,826 was composed
of gross
Losses on Investments appreciation of $16,299,468, and gross depreciation of $1,944,642.

==========================================================
==========================================================
===============
4. Management Fees and Management fees paid to the Manager were in accordance with the investment advisory agreement
with
Other Transactions the Fund which provides for an annual fee of .75% on the first $100 million of net assets with a
With Affiliates reduction of .03% on each $200 million thereafter, to .66% on net assets in excess of $500 million.
The Manager has agreed to reimburse the Fund if aggregate expenses (with specified exceptions) exceed
the most stringent applicable regulatory limit on Fund expenses.

For the year ended December 31, 1994, commissions (sales charges paid by investors) on sales of
Class A shares totaled $204,620, of which $135,102 was retained by Oppenheimer Funds Distributor,
Inc. (OFDI), a subsidiary of the Manager, as general distributor, and by an affiliated broker/dealer.
During the period ended December 31, 1994, OFDI received contingent deferred sales charges of
$10,493
upon redemption of Class B shares.

Under separate approved plans, each class may expend up to .25% of its net assets annually to
reimburse OFDI for costs incurred in connection with the personal service and maintenance of accounts
that holds shares of the Fund, including amounts paid to brokers, dealers, banks and other financial
institutions. In addition, Class B shares are subject to an asset-based sales charge of .75% of net
assets annually, to reimburse OFDI for sales commissions paid from its own resources at the time of
sale and associated financing costs. In the event of termination or discontinuance of the Class B
plan, the Board of Trustees may allow the Fund to continue payment of the asset-based sales charge to
OFDI for distribution expenses incurred on Class B shares sold prior to termination or discontinuance
of the plan. During the year ended December 31, 1994, OFDI paid $154,383 and $1,554, respectively,
to
an affiliated broker/dealer as reimbursement for Class A and Class B personal service and maintenance
expenses and retained $73,215 as reimbursement for Class B sales commissions and service fee
advances, as well as financing costs.

</TABLE>
14 Oppenheimer Value Stock Fund
<PAGE>
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------------------------

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

==========================================================
==========================================================
===============
5. Deferred Trustee A former trustee elected to defer receipt of fees earned. These deferred fees earn interest at a rate
Compensation determined by the current Board of Trustees at the beginning of each calendar year, compounded
each
quarter-end. As of December 31, 1994, the Fund was incurring interest at a rate of 5.22% per annum.
Deferred fees are payable in annual installments, with accrued interest, each April 1 through 1995.

==========================================================
==========================================================
===============
6. Acquisition of On March 26, 1993, the Fund acquired all of the net assets of Oppenheimer Blue Chip Fund (Blue
Chip),
Oppenheimer Blue pursuant to an Agreement and Plan of Reorganization approved by the Blue Chip shareholders on
Chip Fund January 28, 1993. The Fund issued 1,356,899 shares of beneficial interest, valued at $20,149,959,
in
exchange for the net assets, resulting in combined net assets of $83,976,756 on March 26, 1993. The
net assets acquired included net unrealized appreciation of $2,523,063. The exchange was tax-free.

</TABLE>

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

Sub-Adviser
Concert Capital Management, Inc.
125 High Street
Boston, Massachusetts 02110

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 80202-4918

<PAGE>

OPPENHEIMER INTEGRITY FUNDS

FORM N-1A

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits
- -------------------------------------------
(a) Financial Statements:

1. Financial Highlights (See Parts A and B, Prospectus and
Statement of Additional Information): Filed herewith.

2. Independent Auditors' Reports (See Part B, Statement of
Additional Information): Filed herewith.

3. Statements of Investments (See Part B, Statement of
Additional Information): Filed herewith.

4. Statements of Assets and Liabilities (See Part B, Statement
of Additional Information): Filed herewith.

5. Statements of Operations (See Part B, Statement of
Additional Information): Filed herewith.

6. Statements of Changes in Net Assets (See Part B, Statement
of Additional Information): Filed herewith.

7. Notes to Financial Statements (See Part B, Statement of
Additional Information): Filed herewith.

(b) Exhibits:
--------
1. Amended and Restated Declaration of Trust dated June 26,
1995: Filed herewith.

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

(ii) Specimen Class A Share Certificate for Oppenheimer
Investment Grade Bond Fund: To be filed by amendment.

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

(iv) Specimen Class B Share Certificate for Oppenheimer
Investment Grade Bond Fund: To be filed by amendment.

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

5. (i) Investment Advisory Agreement dated 7/10/95 for
Oppenheimer Bond Fund: Filed herewith.

(ii) Investment Advisory Agreement dated 3/28/91 for
Oppenheimer Value Stock Fund: Filed with Registrant's Post-Effective
Amendment No. 16, 5/1/92, and incorporated herein by reference.

(iii) Investment Sub-Advisory Agreement dated 4/23/93
for Oppenheimer Value Stock Fund: Filed with Registrant's Post-Effective
Amendment No. 18, 4/30/93, 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.

(iv) Letter dated 12/16/92 concerning temporary delegation
of duties to manage Oppenheimer Value Stock Fund: Filed with Registrant's
Post-Effective Amendment No. 18, 4/30/93, 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.

(v) Unconditional Guarantee Agreement dated 1/1/93 by
Massachusetts Mutual Life Insurance Company to Oppenheimer Value Stock
Fund of Concert Capital Management, Inc.'s performance: Filed with
Registrant's Post-Effective Amendment No. 18, 4/30/93, 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.

6. (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.

7. Not applicable.

8. 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.

9. Not applicable.

10. 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.

11. Independent Auditors' Consent: Filed herewith.

12. Not applicable.

13. Not applicable.

14. (i) Form of Individual Retirement Account Trust Agreement:
Filed as Exhibit 14 of Post-Effective Amendment No. 21 of Oppenheimer U.S.
Government Trust (Reg. No. 2-76645), 8/25/93, and incorporated herein by
reference.

(ii) Form of prototype Standardized and Non-Standardized
Profit-Sharing Plan and Money Purchase Pension Plan for self-employed
persons and corporations: Filed with Post-Effective Amendment No. 3 of
Oppenheimer Global Growth & Income Fund (File No. 33-33799), 1/31/92, and
refiled with Post-Effective Amendment No. 7 to the Registration Statement
of Oppenheimer Global Growth & Income Fund (Reg. No. 33-33799), 12/1/94,
pursuant to Item 102 of Regulation S-T, and incorporated herein by
reference.

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

(iv) Form of Simplified Employee Pension IRA: Filed with
Post-Effective Amendment No. 42 to the Registration Statement of
Oppenheimer Equity Income Fund (Reg. No. 2-33043), 10/28/94, and
incorporated herein by reference.

(v) Form of SAR-SEP Simplified Employee Pension IRA: Filed
with Registrant's Post-Effective Amendment No. 19, 3/1/94, and
incorporated herein by reference.

15. (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) Service Plan and Agreement under Rule 12b-1 of the
Investment Company Act of 1940 for Class A shares of Oppenheimer Value
Stock Fund dated 6/22/93: Filed with Registrant's Post-Effective Amendment
No. 19, 3/1/94, 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 B shares of
Oppenheimer Investment Grade Bond Fund dated 7/10/95: Filed herewith.

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

(v) Distribution and Service Plan and Agreement under Rule
12b-1 of the Investment Company Act of 1940 for Class C Shares of
Oppenheimer Bond Fund: Filed herewith.

16. (i) Performance Computation Schedule for Oppenheimer Value
Stock Fund: Filed herewith.

(ii) Performance Computation Schedule for Oppenheimer Bond
Fund (formerly "Oppenheimer Investment Grade Bond Fund"): Filed
herewith.

17. (i) Financial Data Schedule for Class A Shares of
Oppenheimer Bond Fund (formerly Oppenheimer Investment Grade Bond Fund"):
To be filed by amendment.

(ii) Financial Data Schedule for Class B Shares of
Oppenheimer Bond Fund (formerly Oppenheimer Investment Grade Bond Fund"):
To be filed by amendment.

(iii) Financial Data Schedule for Class C Shares of
Oppenheimer Bond Fund: To be filed by amendment.

(iv) Financial Data Schedule for Class A Shares of
Oppenheimer Value Stock Fund: To be filed by amendment.

(v) Financial Data Schedule for Class B Shares of
Oppenheimer Value Stock Fund: To be filed by amendment.

-- Powers of Attorney and Certified Board Resolution:
Filed with Registrant's Post-Effective Amendment No. 19, 3/1/94, and
incorporated herein by reference.

Item 25. Persons Controlled by or Under Common Control with Registrant
- -----------------------------------------------------------------------
None

4Item 26. Number of Holders of Securities
- -----------------------------------------

Number of
Record Holders as
Title of Class of July 10, 1995
- -------------- -----------------

Oppenheimer Bond Fund
Class A Shares of Beneficial Interest 10,017
Class B Shares of Beneficial Interest 428
Class C Shares of Beneficial Interest 1

Number of
Record Holders as
Title of Class of April 3, 1995
- -------------- -----------------

Oppenheimer Value Stock Fund
Class A Shares of Beneficial Interest 6,410
Class B Shares of Beneficial Interest 1,795

Item 27. Indemnification
- -------------------------
Article IV of Registrant's Declaration of Trust filed as Exhibit
24(b)(1) to this Registration Statement, generally provides, among other
things, for the indemnification of Registrant's Trustees and officers in
a manner consistent with Securities and Exchange Commission Release No.
IC-11330.

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 28. Business and Other Connections of Investment Adviser and
Sub-Advisers
- -----------------------------------------------------------------------
(a) Oppenheimer Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts
A and B hereof and listed in Item 28(b) below.

(b) Concert Capital Management, Inc. ("Concert Capital"), an
indirect wholly owned management subsidiary of Massachusetts Mutual Life
Insurance Company ("MassMutual"), is the investment sub-adviser of one of
the Registrant's series, Oppenheimer Value Stock Fund, respectively.
MassMutual offers life, health, disability and accumulation products in
the personal, business and estate insurance markets. MassMutual and
Concert Capital also act as investment advisors to other registered
investment companies, a real estate investment trust, certain of
MassMutual's insurance company subsidiaries and various employee benefit
plans, as described hereof and listed in Item 28(b)(ii) below.

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

Name & Current Position
with Oppenheimer Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------

Lawrence Apolito, None.
Vice President

James C. Ayer, Jr., Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Gold & Special Minerals Fund and
Oppenheimer Global Emerging Growth Fund.

Victor Babin, None.
Senior Vice President

Bruce Bartlett, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, Inc.;
formerly a Vice President and Senior
Portfolio Manager at First of America
Investment Corp.

Robert J. Bishop Assistant Treasurer of the OppenheimerFunds
Assistant Vice President (listed below); previously a Fund Controller
for Oppenheimer Management Corporation (the
"Manager").

George Bowen Treasurer of the New York-based
Senior Vice President OppenheimerFunds; Vice President, Secretary
and Treasurer and Treasurer of the Denver-based
OppenheimerFunds. Vice President and
Treasurer of Oppenheimer Funds Distributor,
Inc. (the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OMC; Senior Vice President,
Treasurer, Assistant Secretary and a
director of Centennial Asset Management
Corporation ("Centennial"), an investment
adviser subsidiary of the Manager; Vice
President, Treasurer and Secretary of
Shareholder Services, Inc. ("SSI") and
Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of
OMC; President, Treasurer and Director of
Centennial Capital Corporation; Vice
President and Treasurer of Main Street
Advisers; formerly Senior Vice President/
Comptroller and Secretary of Oppenheimer
Asset Management Corporation ("OAMC"), an
investment adviser which was a subsidiary of
the OMC.

Michael A. Carbuto, Vice President and Portfolio Manager of
Vice President Oppenheimer Tax-Exempt Cash Reserves,
Centennial California Tax Exempt Trust,
Centennial New York Tax Exempt Trust and
Centennial Tax Exempt Trust; Vice President
of Centennial.

William Colbourne, Formerly, Director of Alternative Staffing
Assistant Vice President Resources, and Vice President of Human
Resources, American Cancer Society.

Lynn Coluccy, Vice President Formerly Vice President\Director of Internal
Audit of the Manager.

O. Leonard Darling, Formerly Co-Director of Fixed Income for
Executive Vice President State Street Research & Management Co.

Robert A. Densen, None.
Senior Vice President

Robert Doll, Jr., Vice President and Portfolio Manager of
Executive Vice President Oppenheimer Growth Fund and Oppenheimer
Target Fund; Senior Vice President and
Portfolio Manager of Strategic Income &
Growth Fund.

John Doney, Vice President Vice President and Portfolio Manager of
Oppenheimer Equity Income Fund.

Andrew J. Donohue, Secretary of the New York-based
Executive Vice President OppenheimerFunds; Vice President of the
& General Counsel Denver-based OppenheimerFunds; Executive
Vice President, Director and General Counsel
of the Distributor; formerly Senior Vice
President and Associate General Counsel of
the Manager and the Distributor.

Kenneth C. Eich, Treasurer of Oppenheimer Acquisition
Executive Vice President/ Corporation
Chief Financial Officer

George Evans, Vice President Vice President and Portfolio Manager of
Oppenheimer Global Securities Fund.

Scott Farrar, Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President previously a Fund Controller for the
Manager.

Katherine P.Feld Vice President and Secretary of Oppenheimer
Vice President and Funds Distributor, Inc.; Secretary of
Secretary HarbourView, Main Street Advisers, Inc. and
Centennial; Secretary, Vice President and
Director of Centennial Capital Corp.

Jon S. Fossel, President and director of Oppenheimer
Chairman of the Board, Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer parent holding company; President, CEO and
and Director a director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and
Managing General Partner of the Denver-based
OppenheimerFunds; formerly President of the
Manager. President and Chairman of the Board
of Main Street Advisers, Inc.

Robert G. Galli, Trustee of the New York-based
Vice Chairman OppenheimerFunds; Vice President and Counsel
of OAC; formerly he held the following
positions: a director of the Distributor,
Vice President and a director of HarbourView
and Centennial, a director of SFSI and SSI,
an officer of other OppenheimerFunds and
Executive Vice President & General Counsel
of the Manager and the Distributor.

Linda Gardner, None.
Assistant Vice President

Ginger Gonzalez, Formerly 1st Vice President/Director of
Vice President Creative Services for Shearson Lehman
Brothers.

Dorothy Grunwager, None.
Assistant Vice President

Caryn Halbrecht, Vice President and Portfolio Manager of
Vice President Oppenheimer Insured Tax-Exempt Bond Fund and
Oppenheimer Intermediate Tax Exempt Bond
Fund; an officer of other OppenheimerFunds;
formerly Vice President of Fixed Income
Portfolio Management at Bankers Trust.

Barbara Hennigar, President and Director of Shareholder
President and Chief Financial Service, Inc.
Executive Officer of
Oppenheimer Shareholder
Services, a division of OMC.

Alan Hoden, Vice President None.

Merryl Hoffman, None.
Vice President

Scott T. Huebl, None.
Assistant Vice President

Jane Ingalls, Formerly a Senior Associate with Robinson,
Assistant Vice President Lake/Sawyer Miller.

Bennett Inkeles, Formerly employed by Doremus & Company, an
Assistant Vice President advertising agency.

Stephen Jobe, None.
Vice President

Heidi Kagan None.
Assistant Vice President

Avram Kornberg, Formerly a Vice President with Bankers
Vice President Trust.

Paul LaRocco, Portfolio Manager of Oppenheimer Capital
Assistant Vice President Appreciation Fund; Associate Portfolio
Manager of Oppenheimer Discovery Fund and
Oppenheimer Time Fund. Formerly a
Securities Analyst for Columbus Circle
Investors.

Mitchell J. Lindauer, None.
Vice President

Loretta McCarthy, None.
Senior Vice President

Bridget Macaskill, Director of HarbourView; Director of Main
President and Director Street Advisers, Inc.; and Chairman of
Shareholder Services, Inc.

Sally Marzouk, None.
Vice President

Marilyn Miller, Formerly a director of marketing for
Vice President TransAmerica Fund Management Company.

Denis R. Molleur, None.
Vice President

Kenneth Nadler, None.
Vice President

David Negri, Vice President and Portfolio Manager of
Vice President Oppenheimer Strategic Bond Fund, Oppenheimer
Multiple Strategies Fund, Oppenheimer
Strategic Investment Grade Bond Fund,
Oppenheimer Asset Allocation Fund,
Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Short-Term Income
Fund, Oppenheimer High Income Fund and
Oppenheimer Bond Fund; an officer of other
OppenheimerFunds.

Barbara Niederbrach, None.
Assistant Vice President

Stuart Novek, Formerly a Director Account Supervisor for
Vice President J. Walter Thompson.

Robert A. Nowaczyk, None.
Vice President

Robert E. Patterson, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Main Street California Tax-
Exempt Fund, Oppenheimer Insured Tax-Exempt
Bond Fund, Oppenheimer Intermediate Tax-
Exempt Bond Fund, Oppenheimer Florida Tax-
Exempt Fund, Oppenheimer New Jersey Tax-
Exempt Fund, Oppenheimer Pennsylvania Tax-
Exempt Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer New York Tax-Exempt
Fund and Oppenheimer Tax-Free Bond Fund;
Vice President of the New York Tax-Exempt
Income Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust.

Tilghman G. Pitts III, Chairman and Director of the Distributor.
Executive Vice President
and Director

Jane Putnam, Associate Portfolio Manager of Oppenheimer
Assistant Vice President Growth Fund and Oppenheimer Target Fund and
Portfolio Manager for Oppenheimer Variable
Account Funds-Growth Fund; Senior Investment
Officer and Portfolio Manager with Chemical
Bank.

Russell Read, Formerly an International Finance Consultant
Vice President for Dow Chemical.

Thomas Reedy, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust; an officer of other
OppenheimerFunds; formerly a Securities
Analyst for the Manager.

David Robertson, None.
Vice President

Adam Rochlin, Formerly a product manager for Metropolitan
Assistant Vice President Life Insurance Company.

David Rosenberg, Vice President and Portfolio Manager of
Vice President Oppenheimer Limited-Term Government Fund and
Oppenheimer U.S. Government Trust. Formerly
Vice President and Senior Portfolio Manager
for Delaware Investment Advisors.

Richard H. Rubinstein, Vice President and Portfolio Manager of
Vice President Oppenheimer Asset Allocation Fund,
Oppenheimer Fund and Oppenheimer Multiple
Strategies Fund; an officer of other
OppenheimerFunds; formerly Vice President
and Portfolio Manager/Security Analyst for
Oppenheimer Capital Corp., an investment
adviser.

Lawrence Rudnick, Formerly Vice President of Dollar Dry Dock
Assistant Vice President Bank.

James Ruff, None.
Executive Vice President

Ellen Schoenfeld, None.
Assistant Vice President

Diane Sobin, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, Inc.;
formerly a Vice President and Senior
Portfolio Manager for Dean Witter
InterCapital, Inc.

Nancy Sperte, None.
Senior Vice President

Donald W. Spiro, President and Trustee of the New York-based
Chairman Emeritus OppenheimerFunds; formerly Chairman of the
and Director Manager and the Distributor.

Arthur Steinmetz, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Investment Grade Bond
Fund, Oppenheimer Strategic Short-Term
Income Fund; an officer of other
OppenheimerFunds.

Ralph Stellmacher, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Champion High Yield Fund and
Oppenheimer High Yield Fund; an officer of
other OppenheimerFunds.

John Stoma, Vice President Formerly Vice President of Pension Marketing
with Manulife Financial.

James C. Swain, Chairman, CEO and Trustee, Director or
Vice Chairman of the Managing Partner of the Denver-based
Board of Directors OppenheimerFunds; President and a Director
and Director of Centennial; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.

James Tobin, Vice President None.

Jay Tracey, Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Time Fund and Oppenheimer
Discovery Fund. Formerly Managing Director
of Buckingham Capital Management.

Gary Tyc, Vice President, Assistant Treasurer of the Distributor and
Assistant Secretary SFSI.
and Assistant Treasurer

Ashwin Vasan, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust: an officer of other
OppenheimerFunds.

Valerie Victorson, None.
Vice President

Dorothy Warmack, Vice President and Portfolio Manager of
Vice President Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Centennial Government
Trust and Centennial Money Market Trust;
Vice President of Centennial.

Christine Wells, None.
Vice President

William L. Wilby, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Global Fund and Oppenheimer
Global Growth & Income Fund; Vice President
of HarbourView; an officer of other
OppenheimerFunds.

Susan Wilson-Perez, None.
Vice President

Carol Wolf, Vice President and Portfolio Manager of
Vice President Oppenheimer Money Market Fund, Inc.,
Centennial America Fund, L.P., Centennial
Government Trust, Centennial Money Market
Trust and Daily Cash Accumulation Fund,
Inc.; Vice President of Oppenheimer Multi-
Sector Income Trust; Vice President of
Centennial.

Robert G. Zack, Associate General Counsel of the Manager;
Senior Vice President Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary Assistant Secretary of SSI, SFSI; an officer
of other OppenheimerFunds.

Eva A. Zeff, Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Mortgage Income Fund; an officer
of other OppenheimerFunds; formerly a
Securities Analyst for the Manager.

Arthur J. Zimmer, Vice President and Portfolio Manager of
Vice President Centennial America Fund, L.P., Oppenheimer
Money Fund, Centennial Government Trust,
Centennial Money Market Trust and Daily Cash
Accumulation Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust; Vice
President of Centennial; an officer of other
OppenheimerFunds.

The OppenheimerFunds include the New York-based OppenheimerFunds and
the Denver-based OppenheimerFunds set forth below:

New York-based OppenheimerFunds
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Mortgage Income Fund
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Trust
Oppenheimer Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer Time Fund
Oppenheimer U.S. Government Trust

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

The address of Oppenheimer Management Corporation, the New York-
based OppenheimerFunds, Oppenheimer Funds Distributor, Inc., Harbourview
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York, New
York 10048-0203.

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

***

(ii) The directors and executive officers of Massachusetts
Mutual Life Insurance Company ("MassMutual") and Concert Capital
Management, Inc. ("Concert Capital"), their positions and their other
business affiliations and business experience for the past two years are
as follows:

Directors of MassMutual

ROGER G. ACKERMAN, Director and Member, Auditing and Compensation
Committees

President and Chief Operating Officer, Corning Incorporated
(manufacturer of specialty materials, communication equipment and
consumer products), One Riverfront Plaza, Corning, New York; Director
(since 1993), Dow Corning Corporation (producer of silicone
products), 2200 West Salzburg Road, Midland, Michigan; Director, The
Pittson Company (mining and marketing of coal for electric utility
and steel industries) One Pickwick Plaza, Greenwich, Connecticut.

JACK F. BENNETT, Director and Member, Auditing and Investment Committees

Retired (since 1989); former Senior Vice President and Director,
Exxon Corporation (producer of petroleum products), 1251 Avenue of
the Americas, New York, New York; Director, Philips Electronics N.V.,
Groenewoudseweg 1, 5621 BA Eindhoven, The Netherlands; Dean Witter
Mutual Funds, One World Trade Center, New York, New York; and Tandem
Computer, Inc. (designer of computer systems), 19333 Vallco Parkway,
Cupertino, California.

WILLIAM J. CLARK, Chairman of the Board and Member, Investment, Dividend
Policy, and Organization & Operations Committees.

Chairman of the Board of MassMutual, 1295 State Street, Springfield,
Massachusetts.

ANTHONY DOWNS, Director and Member, Dividend Policy and Investment
Committees

Senior Fellow, The Brookings Institution (non-profit policy research
center), 1775 Massachusetts Avenue, N.W., Washington, D.C.; Director:
The Pittway Corporation (publications and security equipment), 200
South Wacker Drive, Suite 700, Chicago, Illinois; National Housing
Partnerships Foundation (non-profit organization to own and manage
rental housing), 1225 Eye Street, N.W., Washington, D.C.; Bedford
Properties, Inc. (real estate investment trust), 3658 Mt. Diable
Boulevard, Lafayette, California; General Growth Properties, Inc.
(real estate investment trust), 215 Keo Way, Des Moines, Iowa; NAACP
Legal and Educational Defense Fund, Inc. (civil rights organization),
99 Hudson Street, New York, New York; Consultant, Aetna Realty
Investors (real estate investments), 242 Trumbull Street, Hartford,
Connecticut; and Salomon Brothers Inc (investment banking), 7 World
Trade Center, New York, New York; Trustee: Urban Institute (public
policy research organization), 2100 M Street, N.W., Washington, D.C.
and Urban Land Institute (educational and research organization, 625
Indiana Avenue, N.W., Washington, D.C.

JAMES L. DUNLAP, Director and Member, Compensation and Organization &
Operations Committees
Senior Vice President of Texaco, Inc. (producer of petroleum
products), 2000 Westchester Avenue, White Plains, New York and
President, Texaco USA, 1111 Bagby, Houston, Texas.

RICHARD N. FRANK, Director and Member, Dividend Policy and Organization
& Operations Committees

Chairman of the Board of Directors and Chief Executive Officer,
Lawry's Restaurants, Inc. (operator of restaurants) 2950 Los Feliz
Boulevard, Los Angeles, California; Trustee, PIC Growth Fund and PIC
Balanced Pinnacle Fund (mutual funds managed by Provident Investment
Counsel), 300 North Lake Avenue, Pasadena, California.

CHARLES K. GIFFORD, Director and Member, Investment and Auditing
Committees

President, The First National Bank of Boston, 100 Federal Street,
Boston, Massachusetts; President, Bank of Boston Corporation (bank
holding company), 100 Federal Street, Boston, Massachusetts;
Director, Member of Audit and Compensation Committees, Boston Edison
Co. (public utility electric company), 800 Boylston Street, Boston,
Massachusetts.

WILLIAM N. GRIGGS, Director, Chairman, Auditing Committee and Member,
Investment Committee

Managing Director, Griggs & Santow Inc. (business consultants) 75
Wall Street, New York, New York; Director, T/SF Communications, Inc.
(diversified publishing and communications company), Tulsa, Oklahoma.

JAMES G. HARLOW, JR., Director and Member, Dividend Policy and Auditing
Committee

Chairman and President, Oklahoma Gas and Electric Company (electric
utility), Corporate Tower, 101 N. Robinson, Oklahoma City, Oklahoma;
Director, Fleming Companies (wholesale food distributors), 6301
Waterford Boulevard,Oklahoma City, Oklahoma; Director (since 1994),
Associated Electric & Gas Insurance Services Limited, Harborside
Financial Center, 700 Plaza Two, Jersey City, New Jersey.

BARBARA B. HAUPTFUHRER, Director, Chairman, Compensation Committee and
Member, Organization & Operations Committee

Director and Member, Compensation, Nominating and Audit Committees,
The Vanguard Group of Investment Companies including among others the
following funds: Vanguard/Windsor Funds, Vanguard/Wellington Fund,
Vanguard/Morgan Growth Fund, Vanguard/Wellesley Income Fund,
Vanguard/Gemini Fund, Vanguard/Explorer Fund, Vanguard Municipal Bond
Fund, Vanguard Fixed Income Securities Fund, Vanguard World Fund,
Vanguard/Star Fund, Vanguard Ginnie Mae Fund, Vanguard/Primecap Fund,
Vanguard Convertible Securities Fund, Vanguard Quantitative Fund,
Vanguard Index Trust, Vanguard/Trustees Commingled Equity Fund,
Vanguard/Trustees Commingled Fund-International, Vanguard Money
Market Trust, Vanguard/Windsor II, Vanguard Asset Allocation Fund and
Vanguard Equity Income Fund (principal offices, Drummers Lane, Valley
Forge, Pennsylvania); Director, Chairman of Retirement Benefits
Committee and Pension Fund Investment Review - USA and Canada and
Member, Audit, Finance and Executive Committees, The Great Atlantic
and Pacific Tea Company, Inc. (operator of retail food stores) 2
Paragon Drive, Montvale, New Jersey; Director, Chairman of Nominating
Committee and Member, Compensation Committee, Knight-Ridder, Inc.
(publisher of daily newspapers and operator of cable television and
business information systems) One Herald Plaza, Miami, Florida;
Director and Member, Compensation Committee, Raytheon Company,
(electronics manufacturer) 141 Spring Street, Lexington,
Massachusetts; Director and Member, Executive and Chairman, Human
Resources Committees, Alco Standard Corp. (diversified office
products and paper distributor) 825 Duportail Road, Valley Forge,
Pennsylvania.

SHELDON B. LUBAR, Director, Member, Investment Committee and Chairman,
Organization & Operations Committee

Chairman, Lubar & Co. Incorporated (investment management and
advisory company) 777 East Wisconsin Avenue, Milwaukee, Wisconsin;
Chairman, President and Director, The Christiana Companies, Inc.
(real estate development); Director: Firstar Bank, Firstar
Corporation (bank holding company), SLX Energy, Inc. (oil and gas
exploration); Member, Advisory Committee, Venture Capital Fund, L.P.
(principal offices, 777 East Wisconsin Avenue, Milwaukee, Wisconsin);
Director: Grey Wolf Drilling Co. (contract oil and gas drilling),
2000 Post Oak Boulevard, Houston, Texas; Marshall Erdman and
Associates, Inc. (design, engineering, and construction firm), 5117
University Avenue, Madison, Wisconsin; Prideco, Inc. (drill collar
manufacturer), 6039 Thomas Road, Houston, Texas; MGIC Investment
Corporation (investment company), MGIC Plaza, 111 E. Kilbourn Avenue,
Milwaukee, Wisconsin; Director (since 1993), Ameritech, Inc.
(regional holding company for telephone companies), 30 South Wacker
Drive, Chicago, Illinois; Director (1989-1994), Schwitzer, Inc.
(holding company for engine parts manufacturers), P.O. Box 15075,
Asheville, North Carolina; and Briggs & Stratton (small engine
manufacturer) 3300 North 124th Street, Milwaukee, Wisconsin.

WILLIAM B. MARX, JR., Director and Member, Dividend Policy and
Compensation Committees

Executive Vice President and Chief Executive Officer, Multimedia
Products Group (since 1994) and Network Systems Group (1993-1994),
AT&T (global communications and network computing company), 295 North
Maple Avenue, Basking Ridge, New Jersey; Group Executive and
President (1989-1993), AT&T Network Systems (manufacturer and
marketer of network telecommunications equipment), 475 South Street,
Morristown, New Jersey.

DONALD F. MCCULLOUGH, Director and Member, Dividend Policy and Auditing
Committees

Retired (since 1988); former Chairman and Chief Executive Officer,
Collins & Aikman Corp. (manufacturer of textile products) 210 Madison
Avenue, New York, New York; Director: Bankers Trust New York Corp.
(bank holding company) and Bankers Trust Company (principal offices,
280 Park Avenue, New York, New York); Melville Corporation (specialty
retailer), One Theall Road, Rye, New York.

BARBARA S. PREISKEL, Director, Chairman, Dividend Policy Committee and
Member, Compensation Committee

Attorney-at-Law, The Bar Building, 36 West 44th Street, New York, New
York; Director: Textron, Inc. (diversified manufacturing company),
40 Westminster Street, Providence, Rhode Island; General Electric
Company (diversified manufacturer electrical products), 3135 Easton
Turnpike, Fairfield, Connecticut; The Washington Post Company
(publisher of daily newspaper), Washington, D.C.; American Stores
Company (operator of supermarkets and drugstores), 709 East South
Temple, Salt Lake City, Utah.

THOMAS B. WHEELER, President, Director, Chief Executive Officer, Chairman,
Investment Committee and Member, Dividend Policy and Organization &
Operations Committees

President, Chief Executive Officer and Director of MassMutual; and
Chairman of the Board of Directors, MML Pension Insurance Company
(wholly-owned insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Chairman of the Board of Directors, Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), 125 High Street, Boston, Massachusetts;
Director, The First National Bank of Boston and Bank of Boston
Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts and Massachusetts Capital Resources Company, 545
Boylston Street, Boston, Massachusetts; Chairman and Director,
Oppenheimer Acquisition Corp. (parent of Oppenheimer Management
Corporation, an investment management company), Two World Trade
Center, New York, New York; Director (since 1993), Textron, Inc.
(diversified manufacturing company), 40 Westminster Street,
Providence, Rhode Island.

ALFRED M. ZEIEN, Director and Member Compensation and Organization &
Operations Committees

Chairman and Chief Executive Officer, The Gillette Company
(manufacturer of personal care products), Prudential Tower Building,
Boston, Massachusetts; Director: Polaroid Corporation (manufacturer
of photographic products), 549 Technology Square, Cambridge,
Massachusetts; Repligen Corporation (bio-technology); Bank of Boston
Corporation (bank holding company), 100 Federal Street, Boston,
Massachusetts; and Raytheon Corporation (electronics manufacturer),
141 Spring Street, Lexington, Massachusetts; Trustee, University
Hospital of Boston, Massachusetts.

Executive Vice Presidents of MassMutual

LAWRENCE V. BURKETT, Executive Vice President and General Counsel

Executive Vice President and General Counsel (since 1993), Senior
Vice President and Deputy General Counsel (1992-1993) of MassMutual;
Director (since 1993), MassMutual Holding Company and Director (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiaries of MassMutual), Director (since 1994):
MassMutual Holding Company Two MSC, Inc. (wholly-owned holding
company subsidiary of MassMutual Holding Company Two, Inc.); and MML
Pension Insurance Company (wholly-owned insurance subsidiary of
MassMutual Holding Company Two MSC, Inc.) (principal offices, 1295
State Street, Springfield, Massachusetts); Cornerstone Real Estate
Advisers, Inc. (wholly-owned real estate investment adviser
subsidiary of MassMutual Holding Company), 1500 Main Street, Suite
1400, Springfield, Massachusetts; Director (since 1993), Sargasso
Mutual Insurance Co., Ltd., Victoria Hall, Victoria Street, Hamilton,
Bermuda; MassMutual of Ireland, Ltd. (wholly-owned subsidiary of
MassMutual Holding Company Two MSC, Inc. to provide group insurance
claim services), IDA Industrial Estate, P.O. Box 7, Tipperary Town,
Ireland; Chairman (since 1994), Director (since 1993), MML
Reinsurance (Bermuda) Ltd. (wholly-owned property and casualty
reinsurance subsidiary of MassMutual Holding Company), 41 Cedar
Avenue, Hamilton, Bermuda.

JOHN B. DAVIES, Executive Vice President

Executive Vice President (since 1994, Associate Executive Vice
President (1993-1994), General Agent (1982-1993) of MassMutual, 1295
State Street, Springfield, Massachusetts; Director (since 1994), MML
Investors Services, Inc. (wholly-owned broker-dealer subsidiary of
MassMutual Holding Company), MML Insurance Agency, Inc. (wholly-owned
subsidiary of MML Investors Services, Inc.), and MML Insurance Agency
of Ohio, Inc. (subsidiary of MML Insurance Agency, Inc.) (principal
offices, One Financial Plaza, 1350 Main Street, Springfield,
Massachusetts); and Cornerstone Real Estate Advisers, Inc. (wholly-
owned real estate investment adviser subsidiary of MassMutual Holding
Company), 1500 Main Street, Suite 1400, Springfield, Massachusetts.

DANIEL J. FITZGERALD, Executive Vice President, Corporate Financial
Operations

Executive Vice President, Corporate Financial Operations (since
1994), Senior Vice President (1991-1994) of MassMutual; Vice
President (since 1994), Director (since 1993), MassMutual Holding
Company; and Vice President and Director (since 1994), MassMutual
Holding Company Two, Inc. (wholly-owned holding company subsidiaries
of MassMutual); Vice President and Director (since 1994): MassMutual
Holding Company Two MSC, Inc. (wholly-owned holding company
subsidiary of MassMutual Holding Company Two, Inc.); Director (since
1994), MML Pension Insurance Company (wholly-owned insurance
subsidiary of MassMutual Holding Company Two MSC, Inc.); MML Bay
State Life Insurance Company (wholly-owned insurance subsidiary of
MassMutual); MML Real Estate Corporation and MML Realty Management
Corporation (wholly-owned real estate management subsidiaries of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director (since 1994), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), 125 High Street, Boston, Massachusetts;
Director and Member, Compensation Committee (since 1994), Cornerstone
Real Estate Advisers, Inc., 1500 Main Street, Suite 1400,
Springfield, Massachusetts; Director and Member, Audit and
Compensation Committees (since 1994), MML Investors Services,
Inc.(wholly-owned broker dealer subsidiary of MassMutual Holding
Company) and Director (1992-1993), MML Insurance Agency, Inc.
(wholly-owned subsidiary of MML Investors Services, Inc.) (principal
offices, One Financial Plaza, 1350 Main Street, Springfield,
Massachusetts) Director (since 1994), MassMutual of Ireland, Ltd.
(wholly-owned subsidiary of MassMutual Holding Company Two MSC, Inc.
to provide group insurance claim services), IDA Industrial Estate,
P.O. Box 7, Tipperary Town, Ireland.

LAWRENCE L. GRYPP, Executive Vice President

Executive Vice President of MassMutual, 1295 State Street,
Springfield, Massachusetts; Chairman and Member Executive and
Compensation Committees, MML Investors Services, Inc. (wholly-owned
broker-dealer subsidiary of MassMutual Holding Company) and Director
(1991-1993), MML Insurance Agency (wholly-owned insurance subsidiary
of MML Investors Services, Inc.) (principal offices, One Financial
Plaza, 1350 Main Street, Springfield, Massachusetts); Director,
Oppenheimer Acquisition Corp. (parent of Oppenheimer Management
Corporation, an investment management company), Two World Trade
Center, New York, New York: Director (since 1993), Concert Capital
Management, Inc. (wholly-owned investment advisory subsidiary of
MassMutual Holding Company), 125 High Street, Boston, Massachusetts;
Trustee, The American College, Bryn Mawr, Pennsylvania.

JAMES E. MILLER, Executive Vice President

Executive Vice President of MassMutual; President, Director and Chief
Executive Officer (since 1994), MML Pension Insurance Company
(wholly-owned insurance subsidiary of MassMutual Holding Company Two
MSC, Inc.) (principal offices, 1295 State Street, Springfield,
Massachusetts); Chairman (since 1994) and Director, MassMutual of
Ireland Ltd. (wholly-owned subsidiary of MassMutual Holding Company
Two MSC, Inc. to provide group insurance claim services), IDA
Industrial Estate, P.O. Box 7, Tipperary Town, Ireland; Director:
Benefit Panel Services, 888 South Figueroa Street, Los Angeles,
California; and National Capital Preferred Provider Organization,
7979 Old Georgetown Road, Bethesda, Maryland; Director (since 1994),
Sloan's Lake Management Corp. (preferred provider organization), 1355
South Colorado Boulevard, Denver, Colorado; Vice President and
Treasurer, Dental Learning Systems, New York, New York; Director
(1990-1994), The Ethix Corporation, 12655 Southwest Center, Suite
180, Beaverton, Oregon.

JOHN M. NAUGHTON, Executive Vice President

Executive Vice President of MassMutual; Trustee and Member,
Investment Pricing Committee, MassMutual Institutional Funds (open-
end investment company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman (since 1994) and Trustee,
Springfield Institution for Savings, 1441 Main Street, Springfield,
Massachusetts; Trustee, BayState Health Systems, 759 Chestnut Street,
Springfield, Massachusetts; and American International College, 1000
State Street, Springfield, Massachusetts; Director, Oppenheimer
Acquisition Corp. (parent of Oppenheimer Management Corporation, an
investment management company), Two World Trade Center, New York, New
York; and Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High Street,
Boston, Massachusetts; Director (since 1993), Colebrook Group
(commercial real estate management and development), 1441 Main
Street, Springfield, Massachusetts and Association of Private Pension
and Welfare Plans; Trustee (since 1994), University of Massachusetts,
Amherst, Massachusetts.

JOHN J. PAJAK, Executive Vice President

Executive Vice President of MassMutual; Director (since 1994):
MassMutual Holding Company and MassMutual Holding Company Two, Inc.
(wholly-owned holding company subsidiaries of MassMutual); MassMutual
Holding Company Two MSC, Inc. (wholly-owned holding company
subsidiary of MassMutual Holding Company Two, Inc.); and MML Pension
Insurance Company (wholly-owned insurance subsidiary of MassMutual
Holding Company Two MSC, Inc.) (principal offices, 1295 State Street,
Springfield, Massachusetts.)

GARY E. WENDLANDT, Executive Vice President

Chief Investment Officer (since 1993), Executive Vice President of
MassMutual; Trustee and President, MassMutual Corporate Investors and
MassMutual Participation Investors (closed-end investment companies);
Vice Chairman and Trustee (since 1993) and President (1988-1993), MML
Series Investment Fund (open-end investment company); Chairman, Chief
Executive Officer and Member, Investment Pricing Committee (since
1994), MassMutual Institutional Funds (open-end investment company);
Chairman, President and Chief Executive Officer (since 1994) and
Director, MassMutual Holding Company (wholly-owned holding company
subsidiary of MassMutual); Chairman, President and Director (since
1994), MassMutual Holding Company Two, Inc. (wholly-owned holding
company subsidiary of MassMutual) and MassMutual Holding Company Two
MSC, Inc. (wholly-owned holding company subsidiary of MassMutual
Holding Company Two, Inc.); Chairman (since 1994) and Director (since
1993), MML Real Estate Corporation and MML Realty Management
Corporation (wholly-owned real estate management subsidiaries of
MassMutual Holding Company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Chairman, Chief Executive Officer and
Member, Executive and Compensation Committees (since 1994),
Cornerstone Real Estate Advisers, Inc., 1500 Main Street, Suite 1400,
Springfield, Massachusetts; President and Chief Executive Officer
(since 1994) and Director, Concert Capital Management, Inc. 125 High
Street, Boston, Massachusetts; Director, Oppenheimer Acquisition
Corporation (parent of Oppenheimer Management Corporation, an
investment management company), Two World Trade Center, New York, New
York; Supervisory Director, MassMutual/Carlson CBO N.V.
(collateralized bond fund), 6 John Gorsiraweg, P.O. Box 3889,
Willemstad, Curacao, Netherlands Antilles; Director, Merrill Lynch
Derivative Products, Inc., World Financial Center, North Tower, New
York, New York; Director (since 1994), MassMutual Corporate Value
Partners Limited (investor in debt and equity securities) and
MassMutual Corporate Value Limited (parent of MassMutual Corporate
Value Partners Limited) (principal offices, c/o BankAmerica Trust and
Banking Corporation, Box 1096, George Town, Grand Cayman, Cayman
Islands, British West Indies).

Directors of Concert Capital

THOMAS B. WHEELER, Chairman

Chairman of the Board of Directors, Concert Capital Management, Inc.
(wholly-owned investment advisory subsidiary of MassMutual Holding
Company), 125 High Street, Boston, Massachusetts. See Directors of
MassMutual, above, for further details.

RICHARD G. DOOLEY, Director

Director, Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High Street,
Boston, Massachusetts; Retired (since 1993), Executive Vice President
and Chief Investment Officer (1978-1993) of MassMutual; Chairman:
MassMutual Corporate Investors and MassMutual Participation Investors
(closed-end investment companies) and MML Series Investment Fund
(open-end investment company) (principal offices, 1295 State Street,
Springfield, Massachusetts); Director: The Advest Group, Inc.
(financial services holding company), 280 Trumbull Street, Hartford,
Connecticut; The New England Education Loan Marketing Corp.,
(finances college student loans) 25 Braintree Hill Park, Braintree,
Massachusetts; The Hartford Steam Boiler Inspection and Insurance
Co., One State Street, Hartford, Connecticut; Trustee, Kimco Realty
Corp., 1044 Northern Boulevard, Roslyn, New York; Supervisory
Director (1991-1994), MassMutual/Carlson CBO (collateralized bond
fund), 6 John Gorsiraweg, P.O. Box 3889, Willemstad, Curacao,
Netherlands Antilles; Director and Vice President, Oppenheimer
Acquisition Corp., Two World Trade Center, New York, New York;
Director (since 1993), Luxonen S.A. (Swedish investment fund); and
Jefferies Group, Inc. (financial services holding company), 11100
Santa Monica Boulevard, Los Angeles, California.

DANIEL J. FITZGERALD, Director

Director (since 1994), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of MassMutual Holding Company), 125
High Street, Boston, Massachusetts. See Executive Officers of
MassMutual, above, for further details.

LAWRENCE L. GRYPP, Director

Director (since 1993), Concert Capital Management, Inc. (wholly-owned
investment advisory subsidiary of MassMutual Holding Company), 125
High Street, Boston, Massachusetts. See Executive Officers of
MassMutual, above, for further details.

JOHN M. NAUGHTON, Director

Director, Concert Capital Management, Inc. (wholly-owned investment
advisory subsidiary of MassMutual Holding Company), 125 High Street,
Boston, Massachusetts. See Executive Officers of MassMutual, above,
for further details.

GARY E. WENDLANDT, President, Director and Chief Executive Officer

President and Chief Executive Officer (since 1994) and Director,
Concert Capital Management, Inc. (wholly-owned investment advisory
subsidiary of MassMutual Holding Company), 125 High Street, Boston,
Massachusetts. See Executive Officers of MassMutual, above, for
further details.

Executive Officers of Concert Capital

DAVID B. SALERNO, Managing Director

Managing Director (since 1993), Vice President and Managing Director
(1992-1993) of Concert Capital Management, Inc., 125 High Street,
Boston, Massachusetts; Senior Vice President, MML Series Investment
Fund (open-end investment company), 1295 State Street, Springfield,
Massachusetts; Vice President, Oppenheimer Value Stock Fund (mutual
fund), Two World Trade Center, New York, New York.

JOHN V. MURPHY, Chief Operating Officer

Chief Operating Officer (since 1993), Concert Capital Management,
Inc., 125 High Street, Boston, Massachusetts; Chief Financial Officer
(1985-1993), Liberty Financial Companies, Boston, Massachusetts.

GEORGE M. ULRICH, Senior Vice President

Senior Vice President (since 1993) of Concert Capital Management,
Inc., 125 High Street, Boston, Massachusetts.

The address of MassMutual is 1295 State Street, Springfield,
Massachusetts 01111 and the address of Concert Capital is 100 Northfield
Drive, Windsor, Connecticut 06095.

For information as to the business, profession, vocation or employment of
a substantial nature of the officers and trustees of MML Series Investment
Fund, reference is made to Part B of this registration statement and to
the registration on Form ADV filed by the Massachusetts Mutual Life
Insurance Company and Concert Capital Management, Inc., under the
Investment Advisers Act of 1940, which are incorporated herein by
reference.

Item 29. Principal Underwriter
- -------------------------------
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Part A and B of
this Registration Statement and listed in Item 28(b) above.

(b) The directors and officers of the Registrant's principal
underwriter are:
<TABLE>
<CAPTION>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
<S> <C> <C>
George Clarence Bowen+ Vice President & Treasurer Vice
President,
Secretary,
and
Treasurer

Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880

Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066

Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825

Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.

Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921

Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030

Mary Crooks+ Vice President None

Paul Della Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561

Andrew John Donohue* Executive Vice Vice President
President & Director

Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753

Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016

John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422

Gregory Farley Vice President - None
1116 Westbury Circle Financial Institution Div.
Eagan, MN 55123

Katherine P. Feld* Vice President & Secretary None

Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697

Wendy Fishler* Vice President- None
Financial Institution Div.

Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033

Ronald R. Foster Senior Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249

Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707

Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277

Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209

Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.

Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277

Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464

Terry Lee Kelley Vice President - None
1431 Woodview Lane Financial Institution Div.
Commerce Township, MI 48382

Michael Keogh* Vice President None

Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410

Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065

Ilene Kutno* Assistant Vice President None

Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069

Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747

James Loehle Vice President None
30 John Street
Cranford, NJ 07016

Laura Mulhall* Senior Vice President - None
Director of Key Accounts

Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127

Joseph Norton Vice President None
1550 Bryant Street
San Francisco, CA 94103

Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362

Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Charles K. Pettit Vice President None
1900 Eight Avenue
San Francisco, CA 94116

Bill Presutti Vice President None
664 Circuit Road
Portsmouth, NH 03801

Tilghman G. Pitts, III* Chairman & Director None

Elaine Puleo* Vice President - None
Financial Institution Div.

Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001

Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066

Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038

James Ruff* President None

Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207

Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259

Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448

James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123

Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677

Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614

Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202

Paul Stickney Vice President None
1314 Log Cabin Lane
St. Louis, MO 63124

George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057

Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214

Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647

Gary Paul Tyc+ Assistant Treasurer None

Mark Stephen Vandehey+ Vice President None

Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880

Bernard J. Wolocko Vice President None
33915 Grand River
Farmington, MI 48335

William Harvey Young+ Vice President None
</TABLE>

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

Item 30. Location of Accounts and Records
- ------------------------------------------
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of both Oppenheimer
Management Corporation at its offices at 3410 South Galena Street, Denver,
Colorado 80231 and MassMutual at its offices at 1295 State Street,
Springfield, Massachusetts 01111.

Item 31. Management Services
- -----------------------------
Not applicable.

Item 32. Undertakings
- ----------------------
(a) Not applicable.

(b) Not applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 10th day of July, 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 July 10, 1995
- ---------------------- Board of Trustees
James C. Swain

/s/ Jon S. Fossel* Chief Executive July 10, 1995
- ---------------------- Officer and Trustee
Jon S. Fossel

/s/ George C. Bowen* Chief Financial July 10, 1995
- ---------------------- and Accounting
George C. Bowen Officer

/s/ Robert G. Avis* Trustee July 10, 1995
- ----------------------
Robert G. Avis

/s/ William A. Baker* Trustee July 10, 1995
- ----------------------
William A. Baker

/s/ Charles Conrad Jr.* Trustee July 10, 1995
- ----------------------
Charles Conrad, Jr.

/s/ Raymond J. Kalinowski* Trustee July 10, 1995
- -------------------------
Raymond J. Kalinowski

/s/ Howard Kast* Trustee July 10, 1995
- ------------------------
C. Howard Kast

/s/ Robert M. Kirchner* Trustee July 10, 1995
- ------------------------
Robert M. Kirchner

/s/ Ned M. Steel* Trustee July 10, 1995
- ------------------------
Ned M. Steel

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

<PAGE>

OPPENHEIMER INTEGRITY FUNDS

Registration NO. 2-76547

POST-EFFECTIVE AMENDMENT NO. 25

EXHIBIT INDEX

Form N-1A
Item No. Description
- --------- -----------

24(b)(1) Amended and Restated Declaration of Trust dated
6/26/95

24(b)(5)(i) Investment Advisory Agreement for Oppenheimer Bond
Fund dated 7/10/95

24(b)(11) Independent Auditors' Consent

24(b)(15)(iii) Distribution and Service Plan and Agreement for Class
B Shares of Oppenheimer Bond Fund dated 7/10/95

24(b)(15)(iv) Distribution and Service Plan and Agreement for Class
C Shares of Oppenheimer Bond Fund dated 7/10/95

24(b)16(i) Performance Computation Schedule for Oppenheimer Value
Stock Fund

24(b)16(ii) Performance Computation Schedule for Oppenheimer Bond
Fund

<PAGE>

INDEPENDENT AUDITORS' CONSENT

Oppenheimer Integrity Funds:

We consent to the use in this Post-Effective Amendment No. 25 to
Registration Statement No. 2-76547 of Oppenheimer Integrity Funds of our
reports dated January 23, 1995 appearing in the Statements of Additional
Information, which are a part of such Registration Statement, and to the
reference to us under the caption "Financial Highlights" appearing in the
Prospectuses, which are also a part of such Registration Statement.

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

Denver, Colorado
July 10, 1995

<PAGE>

OPPENHEIMER INTEGRITY FUNDS

AMENDED AND RESTATED
DECLARATION OF TRUST

Dated June 26, 1995

<PAGE>

Table of Contents

Page
ARTICLE I -- NAME AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1

Section 1.1 Name. . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Definitions . . . . . . . . . . . . . . . . . . 1
Section 1.3 Trust Only. . . . . . . . . . . . . . . . . . . 3

ARTICLE II -- TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . . 3

Section 2.1 Powers. . . . . . . . . . . . . . . . . . . . . 3
Section 2.2 Legal Title . . . . . . . . . . . . . . . . . . 6
Section 2.3 Number of Trustees; Term of Office. . . . . . . 7
Section 2.4 Qualification of Trustees . . . . . . . . . . . 7
Section 2.5 Election of Trustees. . . . . . . . . . . . . . 7
Section 2.6 Resignation and Removal . . . . . . . . . . . . 7
Section 2.7 Vacancies . . . . . . . . . . . . . . . . . . . 7
Section 2.8 Committees; Delegation. . . . . . . . . . . . . 8
Section 2.9 By-Laws; Conduct of Business. . . . . . . . . . 8
Section 2.10 Action Without a Meeting; Participation by
Conference Telephone. . . . . . . . . . . . . . 9
Section 2.11 No Bond Required. . . . . . . . . . . . . . . . 9
Section 2.12 Limitation on Liability; Reliance on Experts,
Etc.. . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III -- CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 3.1 Underwriting Contracts. . . . . . . . . . . . . 9
Section 3.2 Advisory or Management Contracts. . . . . . . . 9
Section 3.3 Affiliations of Trustees or Officers, Etc.. . .10

ARTICLE IV -- LIMITATION OF LIABILITY; INDEMNIFICATION. . . . . . . . . .10

Section 4.1 No Personal Liability of Shareholders, Trustees,
Etc.. . . . . . . . . . . . . . . . . . . . . .10
Section 4.2 Execution of Documents; Notice;
Apparent Authority. . . . . . . . . . . . . . .10
Section 4.3 Indemnification of Trustees, Officers, Etc. . .11
Section 4.4 Advance Payments. . . . . . . . . . . . . . . .11
Section 4.5 Indemnification of Shareholders . . . . . . . .12

ARTICLE V -- SHARES OF BENEFICIAL INTEREST. . . . . . . . . . . . . . . .12

Section 5.1 Shares of Beneficial Interest . . . . . . . . .12
Section 5.2 Series and Class Designation. . . . . . . . . .13
Section 5.3 Termination of a Series . . . . . . . . . . . .16
Section 5.4 Rights of Shareholders. . . . . . . . . . . . .17
Section 5.5 Issuance of Shares. . . . . . . . . . . . . . .17
Section 5.5.1 General . . . . . . . . . . . . . . . . . . . .17
Section 5.5.2 Price . . . . . . . . . . . . . . . . . . . . .17
Section 5.5.3 On Merger or Consolidation. . . . . . . . . . .17
Section 5.5.4 Fractional Shares . . . . . . . . . . . . . . .17
Section 5.6 Register of Shares. . . . . . . . . . . . . . .17
Section 5.7 Transfer of Shares. . . . . . . . . . . . . . .18
Section 5.8 Voting Powers . . . . . . . . . . . . . . . . .18
Section 5.9 Meetings of Shareholders. . . . . . . . . . . .19
Section 5.10 Action Without a Meeting. . . . . . . . . . . .19
Section 5.11 Removal of Trustees by Shareholders . . . . . .19

ARTICLE VI -- REDEMPTION AND REPURCHASE OF SHARES . . . . . . . . . . . .20

Section 6.1 Redemption of Shares. . . . . . . . . . . . . .20
Section 6.2 Price . . . . . . . . . . . . . . . . . . . . .20
Section 6.3 Payment . . . . . . . . . . . . . . . . . . . .20
Section 6.4 Effect of Suspension of Right of Redemption . .20
Section 6.5 Repurchase by Agreement . . . . . . . . . . . .20
Section 6.6 Suspension of Right of Redemption . . . . . . .20
Section 6.7 Involuntary Redemption of Shares; Disclosure of
Holding . . . . . . . . . . . . . . . . . . . .21

ARTICLE VII -- DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS. . . . . .22

Section 7.1 By Whom Determined. . . . . . . . . . . . . . .22
Section 7.2 When Determined . . . . . . . . . . . . . . . .22
Section 7.3 Computation of Per Share Net Asset Value. . . .22
Section 7.4 Interim Determinations. . . . . . . . . . . . .23
Section 7.5 Maintenance of Constant Net Asset Value Per
Share . . . . . . . . . . . . . . . . . . . . .23
Section 7.6 Outstanding Shares. . . . . . . . . . . . . . .23
Section 7.7 Distributions to Shareholders . . . . . . . . .24
Section 7.8 Power to Modify Foregoing Procedures. . . . . .24

ARTICLE VIII -- CUSTODIANS. . . . . . . . . . . . . . . . . . . . . . . .25

Section 8.1 Appointment and Duties. . . . . . . . . . . . .25
Section 8.2 Action Upon Termination of Custodian Agreement.25
Section 8.3 Central Certificate System, Etc.. . . . . . . .25
Section 8.4 Acceptance of Receipts in Lieu of Certificates.25

ARTICLE IX -- DURATION; TERMINATION OF TRUST; AMENDMENT;
MERGERS, ETC.. . . . . . . . . . . . . . . . . . . . . . .26

Section 9.1 Duration and Termination. . . . . . . . . . . .26
Section 9.2 Amendment Procedure . . . . . . . . . . . . . .26
Section 9.3 Merger, Consolidation and Sale of Assets. . . .27
Section 9.4 Incorporation . . . . . . . . . . . . . . . . .27

ARTICLE X -- REPORTS TO SHAREHOLDERS. . . . . . . . . . . . . . . . . . .27

ARTICLE XI -- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .27

Section 11.1 Filing. . . . . . . . . . . . . . . . . . . . .27
Section 11.2 Governing Law . . . . . . . . . . . . . . . . .28
Section 11.3 Counterparts. . . . . . . . . . . . . . . . . .28
Section 11.4 Reliance by Third Parties . . . . . . . . . . .28
Section 11.5 Provisions in Conflict with Law or Regulations.28
Section 11.6 Section Headings; Interpretation. . . . . . . .28
Section 11.7 Action by the Board . . . . . . . . . . . . . .29
Section 11.8 Use of the Name "Oppenheimer" . . . . . . . . .29

<PAGE>

AMENDED AND RESTATED
DECLARATION OF TRUST

OPPENHEIMER INTEGRITY FUNDS

Dated June 26, 1995

AMENDED AND RESTATED DECLARATION OF TRUST made as of June 26, 1995,
by and among the individuals executing this Amended and Restated
Declaration of Trust as Trustees;

WHEREAS, the Trustees (this and certain other capitalized terms used
herein having the meanings specified in Section 1.2 hereof) established
Oppenheimer Integrity Funds (the "Trust"), initially named "MassMutual
Integrity Funds," a trust fund under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds contributed
thereto, under a Declaration of Trust dated March 9, 1982, as amended
November 12, 1986, December 18, 1987, February 9, 1988, March 29, 1991 and
April 30, 1993;

WHEREAS, the Trustees desire to make certain changes to said
Declaration of Trust;

NOW THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder and all proceeds thereof
shall henceforth be held and managed under this Amended and Restated
Declaration of Trust IN TRUST for the benefit of the holders, from time
to time, of the shares of beneficial interest issued hereunder and subject
to the provisions hereof.

ARTICLE I

NAME AND DEFINITIONS

Section 1.1. Name. The trust created hereby shall be known as
"Oppenheimer Integrity Funds." The address of the Trust is 3410 South
Galena Street, Denver, Colorado 80231. The registered agent for service
in Massachusetts is Massachusetts Mutual Life Insurance Company, 1295
State Street, Springfield, Massachusetts 01111, Attention: Stephen L.
Kuhn, Esq. As far as may be practicable the Trustees shall conduct the
business and activities of the trust created hereby and execute all
documents and take all actions under that name, which name (and the word
"Trust" whenever used in this Declaration, except where the context
requires otherwise) shall refer to the Trustees in their capacity as
Trustees, and not individually or personally, and shall not refer to the
officers, agents, employees or shareholders of the trust created hereby
or of such Trustees.

Section 1.2. Definitions. Wherever they are used herein, the
following terms have the following meanings:

"Affiliated Person" shall have the meaning set forth in Section
2(a)(3) of the 1940 Act.

"By-Laws" shall mean the By-Laws, if any, adopted pursuant to Section
2.9 hereof, as from time to time amended.

"Class" shall mean a class of a Series of Shares (as defined below)
of the Trust established and designated under or in accordance with the
provisions of Article V.

"Commission" shall mean the Securities and Exchange Commission.

"Custodian" shall mean any Person employed by the Trustees pursuant
to Section 8.1 of this Declaration as custodian of any Trust Property.

"Declaration" shall mean this Declaration of Trust as amended from
time to time.

"Distributor" shall have the meaning set forth in Section 3.1 hereof.

"Interested Person" shall have the meaning set forth in Section
2(a)(19) of the 1940 Act.

"Investment Adviser" shall have the meaning set forth in Section 3.2
hereof.

"Majority Shareholder Vote" shall mean the vote of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act) of the Trust, provided that in the event there shall be Shares of two
or more Series or Classes outstanding, then with respect to each such
Series or Class, any matter shall be deemed to be effectively acted upon
by the holders of Shares of such Series or Class if such matter shall have
been acted upon as contemplated by Rule 18f-2 of the Commission.

"1940 Act" shall mean the Investment Company Act of 1940, as amended
from time to time.

"Person" shall mean an individual, a company, a corporation,
partnership, trust or association, a joint venture, an organization, a
business, a firm or other entity, whether or not a legal entity, or a
country, state, municipality or other political subdivision or any
governmental agency or instrumentality.

"Series" shall mean the one or more separate series of Shares
authorized by Section 5.2.

"Shareholder" shall mean a record owner of Shares.

"Shares" shall mean the equal proportionate transferable units of
interest into which the beneficial interest in the Trust or any Series or
Class of the Trust (as the context may require) shall be divided from time
to time and includes fractions of Shares as well as whole Shares. All
references to Shares shall be deemed to refer to Shares of any or all
Class or Series as the context may require.

"Transfer Agent" shall mean any Person other than the Trustees who
maintains the Shareholder records of the Trust or any Class or Series
thereof, such as the list of Shareholders of each Class or Series, the
number of Shares credited to each account, and the like.

"Trust" shall mean Oppenheimer Integrity Funds.

"Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of
the Trust or the Trustees, including any and all assets of or allocated
to any Class or Series.

"Trustees" shall mean the individuals who have signed this
Declaration of Trust, so long as they shall continue in office in
accordance with the terms hereof, and all other individuals who may from
time to time be duly elected or appointed, qualified and serving as
Trustees in accordance with the provisions of Article II hereof, and
reference herein to a Trustee or the Trustees shall refer to such person
or persons in his capacity or their capacities as trustees hereunder.

Section 1.3. Trust Only. The Trust shall be of the type commonly
termed a Massachusetts business trust. It is the intention of the
Trustees to create only the relationship of Trustee and beneficiary
between the Trustees and each Shareholder from time to time. It is not
the intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment or any form
of legal relationship other than a trust. Nothing in this Declaration
shall be construed to make the Shareholders, either by themselves or with
the Trustees, partners or members of a joint stock association.

ARTICLE II

TRUSTEES

Section 2.1. Powers. The Trustees, subject only to the specific
limitations contained in this Declaration, shall have exclusive and
absolute power, control and authority over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole
owners of the Trust Property and business in their own right, including
such power, control and authority to do all such acts and things as in
their sole judgment and discretion are necessary, incidental or desirable
for the carrying out of or conducting of the business of the Trust or in
order to promote the interests of the Trust, but with such powers of
delegation as may be permitted by this Declaration. The enumeration of
any specific power, control or authority herein shall not be construed as
limiting the aforesaid power, control and authority or any other specific
power, control or authority. The Trustees shall have power to conduct and
carry on the business of the Trust, or any Series thereof, to have one or
more offices and to exercise any or all of its trust powers and rights,
in the Commonwealth of Massachusetts, in any other states, territories,
districts, colonies and dependencies of the United States and in any
foreign countries. In construing the provisions of this Declaration, the
presumption shall be in favor of a grant of power to the Trustees. Such
powers of the Trustees may be exercised without order of or resort to any
court.

Without limiting the foregoing, the Trustees shall have the power:

(a) To operate as and to carry on the business of an investment
company, and to exercise all the powers necessary and appropriate to
the conduct of such operations.

(b) To subscribe for and to invest and reinvest funds in, and
to hold for investment, the securities (including but not limited to
bonds, debentures, time notes, certificates of deposit, commercial
paper, bankers' acceptances and all other evidences of indebtedness
and shares, stock, subscription rights, profit-sharing interests or
participations and all other contracts for or evidences of equity
interests) of any Person and to hold cash uninvested.

(c) To acquire (by purchase, subscription or otherwise), to
trade in and deal in, to sell or otherwise dispose of, to enter into
repurchase agreements, reverse repurchase agreements and firm
commitment agreements with respect to, and to lend and to pledge, any
such securities.

(d) To exercise all rights, powers and privileges of ownership
or interest in all securities included in the Trust Property,
including the right to vote thereon and otherwise act with respect
thereto and to do all acts for the preservation, protection,
improvement and enhancement in value of all such securities and to
delegate, assign, waive or otherwise dispose of any of such rights,
powers or privileges.

(e) To declare (from interest, dividends or other income
received or accrued, from accruals of original issue or other
discounts on obligations held, from capital or other profits whether
realized or unrealized and from any other lawful sources) dividends
and distributions on the Shares of any Series or any Class and to
credit the same to the account of holders of Shares of such Series
or Class, or at the election of the Trustees to accrue income to the
account of such holders, on such dates (which may be as frequently
as every day) and at such time or times on such dates as the Trustees
may determine. Such dividends, distributions or accruals shall be
payable in cash, property or Shares of such Series or Class at such
intervals as the Trustees may determine at any time in advance of
such payment, whether or not the amount of such dividend,
distribution or accrual can at the time of declaration or accrual be
determined or must be calculated subsequent to declaration or accrual
and prior to payment by reference to amounts or other factors not yet
determined at the time of declaration or accrual (including but not
limited to the amount of a dividend or distribution to be determined
by reference to (i) what is sufficient to enable the Trust to qualify
as a regulated investment company under the United States Internal
Revenue Code or to avoid liability for Federal income tax or (ii)
what is necessary to maintain a constant net asset value per share
as contemplated by Section 7.5 hereof).

The power granted by this Subsection (e) shall include, without
limitation, and if otherwise lawful, the power (A) to declare
dividends or distributions or to accrue income to the account of
Shareholders by means of a formula or other similar method of
determination whether or not the amount of such dividend or
distribution can be calculated at the time of such declaration; (B)
to establish record or payment dates for dividends or distributions
on any basis, including the power to establish a number of record or
payment dates subsequent to the declaration of any dividend or
distribution; (C) to establish the same payment date for any number
of dividends or distributions declared prior to such date; (D) to
provide for payment of dividends or distributions declared and as yet
unpaid, or unpaid accrued income, to Shareholders redeeming Shares
prior to the payment date otherwise applicable; (E) to provide in
advance for conditions under which any dividend or distribution may
be payable in Shares to all or less than all of the Shareholders; and
(F) to provide for the reduction of accruals of income to the account
of Shareholders or of dividends previously declared but not yet paid
if deemed advisable by the Trustees in order to maintain a constant
net asset value per share as contemplated by Section 7.5 hereof.

(f) To provide for the adjustment of the total number of Shares
of any Series or Class outstanding as contemplated by Section 7.5
hereof in order to maintain a constant net asset value per share of
the Shares of such Series, if appropriate.

(g) To suspend or terminate the maintenance of the net asset
value per share of the Shares of any Series or Class at a constant
value from time to time and at any time that the Trustees determine
that such maintenance is not in the best interests of the Trust or
such Series or Class or the holders of Shares of such Series or
Class.

(h) To acquire (by purchase, lease or otherwise) and to hold,
use, maintain, develop and dispose of (by sale, lease or otherwise)
any property, real or personal, and any interest therein.

(i) To borrow money, and in this connection to issue notes or
other evidences of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting to security interests the Trust
Property; and to lend Trust Property.

(j) To aid by further investment any Person, if any obligation
of or interest in such Person is included in the Trust Property or
if the Trustees have any direct or indirect interest in the affairs
of such Person; to do anything designed to preserve, protect, improve
or enhance the value of such obligation or interest; and to guarantee
or become surety on any or all of the contracts, stocks, bonds,
notes, debentures and other obligations of any such Person.

(k) To promote or aid the incorporation of any organization or
enterprise under the law of any country, state, municipality or other
political subdivision, and to cause the same to be dissolved, wound
up, liquidated, merged or consolidated.

(l) To enter into joint ventures, general or limited
partnerships and any other combinations or associations.

(m) To purchase and pay for out of Trust Property insurance
policies insuring the Shareholders, Trustees, officers, employees and
agents of the Trust, any Investment Adviser, any Distributor and
dealers or independent contractors of the Trust against all claims
and liabilities of every nature arising by reason of holding or
having held any such position or by reason of any action taken or
omitted by any such Person in such capacity, whether or not
constituting negligence and whether or not the Trust would have the
power to indemnify such Person against such liability.

(n) To the extent permitted by law and determined by the
Trustees, to indemnify any Person with whom the Trust has dealings,
including, without limitation, the Shareholders, the Trustees, the
officers, employees and agents of the Trust, any Investment Adviser,
any Distributor, any Transfer Agent, any Custodian and dealers and
independent contractors.

(o) To establish pension, profit-sharing, share purchase, and
other retirement, incentive and benefit plans for any Trustees,
officers, employees or agents of the Trust.

(p) To incur and pay any charges, taxes and expenses which in
the opinion of the Trustees are necessary or incidental to or proper
for carrying out any of the purposes of this Declaration, and to pay
from the Trust Property to themselves as Trustees reasonable
compensation and reimbursement for expenses.

(q) To prosecute or abandon and to compromise, arbitrate or
otherwise adjust claims in favor of or against the Trust or any
matter in controversy, including but not limited to claims for taxes.

(r) To foreclose any security interest securing any obligations
owed to the Trust.

(s) To exercise the right to consent, and to enter into
releases, agreements and other instruments.

(t) To employ or contract with such Persons as the Trustees may
deem desirable for the transaction of the business of the Trust.

(u) To determine and change the fiscal year of the Trust or any
Series or Class thereof and the method in which accounts shall be
kept.

(v) To adopt a seal for the Trust, but the absence of such seal
shall not impair the validity of any instrument executed on behalf
of the Trust.

(w) To purchase liability, casualty, property or other
insurance and to pay from the Trust Property the premiums therefor.

(x) To change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without prior Shareholder
approval.

(y) To take such actions as are authorized or required to be
taken by the Trustees pursuant to other provisions of this
Declaration.

(z) In general to carry on any other business in connection
with or incidental to any of the objects and purposes of the Trust
or any Series or Class thereof, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power herein set forth, either
alone or in association with others, and to take any action
incidental or appurtenant to or growing out of or connected with the
business, purposes, objects or powers of the Trustees.

The foregoing clauses shall be construed both as objects and as
powers, and the foregoing enumeration of specific powers shall not be held
to limit or restrict in any manner the general powers of the Trustees.

The Trustees shall not be limited by any law now or hereafter in
effect limiting the investments which may be made or retained by
fiduciaries, but they shall have full power and authority to make any and
all investments within the limitation of authority this Declaration that
they, in their sole and absolute discretion, shall determine, and without
liability for loss even though such investments do not or may not produce
income or are of a character or in an amount not considered proper for the
investment of trust funds.

Section 2.2. Legal Title. Legal title to all the Trust Property
shall as far as may be practicable be vested in the name of the Trust,
which name shall refer to the Trustees in their capacity as Trustees, and
not individually or personally, and shall not refer to the officers,
agents, employees or Shareholders of the Trust or of the Trustees,
provided that the Trustees shall have power to cause legal title to any
Trust Property to be held by or in the name of one or more of the Trustees
with suitable reference to their trustee status, or in the name of the
Trust or any Series or Class thereof, or in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of a custodian or sub-custodian or a nominee or nominees or
otherwise. The right, title and interest of the Trustees in the Trust
Property shall vest automatically in each Person who may hereafter become
a Trustee. Upon the termination of the term of office of a Trustee,
whether upon such Trustee's resignation or removal, or upon the due
election and qualification of his successor, or upon the occurrence of any
of the events specified in the first sentence of Section 2.7 hereof or
otherwise, such Trustee shall automatically cease to have any right, title
or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically
in the remaining Trustees. Such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and
delivered.

Section 2.3. Number of Trustees, Term of Office. The number of
Trustees shall be two, which number may be increased and thereafter
decreased from time to time by a written instrument signed by a majority
of the Trustees, provided that the number of Trustees shall not be less
than two nor more than 15. The two initial Trustees named in Section 2.5
hereof and each Trustee elected (whenever such election occurs) shall hold
office until his successor is elected and qualified or until the earlier
occurrence of any of the events specified in the first sentence of Section
2.7 hereof.

Section 2.4. Qualification of Trustees. Trustees may but need not
own Shares.

Section 2.5. Election of Trustees. Vacancies in the Board of
Trustees may be filled by the Trustees, as provided in Section 2.7 hereof;
and Trustees may be elected by the Shareholders, as provided in Section
2.7 hereof or at any meeting of Shareholders called pursuant to Section
5.11 hereof.

If a special meeting of Shareholders for the election of Trustees is
called as provided in Section 2.7 hereof or in Section 5.11 hereof, any
vacancies shall be filled at such meeting by a Majority Shareholder Vote.

Section 2.6. Resignation and Removal. Any Trustee may resign his
trust (without need for prior or subsequent accounting) by an instrument
in writing signed by him and delivered to the Chairman of the Board, or
the Secretary or any Assistant Secretary, and such resignation shall be
effective upon such delivery, or at any later date specified in the
instrument. Any of the Trustees may be removed (provided the aggregate
number of Trustees after such removal shall not be less than two) with
cause by the affirmative vote of two-thirds of the remaining Trustees.
Any Trustee may also be removed by the Shareholders pursuant to Section
5.11 hereof. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such
documents as the remaining Trustees shall require for the purpose of
conveying to the Trust or the remaining Trustees any Trust Property held
in the name of the resigning or removed Trustee. Upon the incapacity or
death of any Trustee, his legal representative shall execute and deliver
on his behalf such documents as the remaining Trustees shall require as
provided in the preceding sentence.

Section 2.7. Vacancies. The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of the death, retirement,
resignation or removal (whether pursuant to Section 2.6 hereof or Section
5.11 hereof or otherwise), bankruptcy, adjudicated incompetence or other
incapacity to perform the duties of the office of a Trustee. A vacancy
shall also occur upon an increase in the number of Trustees pursuant to
Section 2.3 hereof. No vacancy shall operate to annul this Declaration
or to revoke any existing agency created pursuant to the terms of this
Declaration. In the event of any vacancy, including a vacancy existing
by reason of an increase in the authorized number of Trustees pursuant to
Section 2.3 hereof, the remaining Trustees may fill, subject to the
requirements of Section 2.4 hereof, such vacancy by the appointment of
such individual as they in their sole and absolute discretion shall see
fit, made by a written instrument signed by a majority of the Trustees
then in office, provided that immediately after filling any such vacancy
at least two-thirds of the Trustees then holding office shall have been
elected to such office by the Shareholders.

In the event that at any time less than a majority of the Trustees
holding office at that time were elected by the Shareholders, a meeting
of Shareholders pursuant to Section 5.11 hereof shall be held promptly and
in any event within 60 days (unless the Commission shall by order extend
such period) for the purpose of electing Trustees to fill any existing
vacancies. A special meeting of Shareholders may be held for the purpose
of electing Trustees to fill any existing vacancies.

Whenever a vacancy in the number of Trustees shall occur, until such
vacancy is filled as provided in this Section 2.7, the Trustees in office,
regardless of their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed upon the Trustees by
this Declaration.

Section 2.8. Committees; Delegation. The Trustees shall have the
power to appoint from their own number, and terminate, any one or more
committees consisting of two or more Trustees, including an executive
committee which may exercise some or all of the power and authority of the
Trustees as the Trustees may determine (including but not limited to the
power to determine net asset value and net income), subject to any
limitations contained in the By-Laws, and in general to delegate from time
to time to one or more of their number or to officers, employees or agents
of the Trust such power and authority and the doing of such things and the
execution of such instruments, either in the name of the Trust or the
names of the Trustees or otherwise, as the Trustees may deem expedient,
provided that no committee shall have the power

(a) to change the principal office of the Trust;

(b) to amend the By-Laws;

(d) to elect or remove from office any Trustee or the Chairman
of the Board, the President, the Treasurer or the Secretary of the
Trust;

(e) to increase or decrease the number of Trustees;

(f) to declare a dividend or other distribution on the Shares;

(g) to authorize the repurchase of Shares; or

(h) to authorize any merger, consolidation or sale, lease or
exchange of all or substantially all of the Trust Property.

Section 2.9. By-Laws; Conduct of Business. The Trustees may adopt
By-Laws not inconsistent with this Declaration to provide for the conduct
of the business of the Trust, and may amend or repeal such By-Laws.

Section 2.10. Action Without a Meeting; Participation by Conference
Telephone. Unless the 1940 Act requires that a particular action must be
taken only at a meeting of the Trustees, any action required or permitted
to be taken at any meeting of the Trustees (or of any committee of the
Trustees) may be taken without a meeting if written consents thereto are
signed by a majority of the Trustees (or of the members of such committee)
and such written consents are filed with the records of the meetings.
Trustees may participate in a meeting of the Trustees (or of any committee
of the Trustees) by means of a conference telephone or similar
communications equipment if all individuals participating can hear each
other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

Section 2.11. No Bond Required. No Trustee shall be obligated to
give any bond or other security for the performance of any of his duties
hereunder.

Section 2.12. Limitation on Liability; Reliance on Experts, Etc.
A Trustee, officer, agent or employee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law.
Each Trustee, officer, agent and employee of the Trust shall, in the
performance of his duties, be fully and completely justified and protected
in relying in good faith upon the books of account or other records of the
Trust, or upon reports made to the Trustees (a) by any of the officers or
employees of the Trust, (b) by any Investment Adviser, Distributor,
Custodian or Transfer Agent, or (c) by any accountants, dealers or
appraisers or other agents, experts or consultants selected with
reasonable care by the Trustees, regardless of whether such agent, expert
or consultant may also be a Trustee. The Trustees, officers, agents and
employees of the Trust may take advice of counsel with respect to the
meaning and operation of this Declaration, and shall be under no liability
for any act or omission in accordance with such advice or for failing to
follow such advice. The exercise by the Trustees of their powers and
discretion hereunder and the construction in good faith by the Trustees
of the meaning or effect of any provision of this Declaration shall be
binding upon everyone interested.

ARTICLE III

CONTRACTS

Section 3.1. Underwriting Contracts. The Trustees may from time to
time enter into an underwriting contract with another Person (a
"Distributor") providing for the sale of Shares of any one or more Series
or Class, pursuant to which the Trustees may agree to sell such Shares to
such Distributor or appoint such Distributor their sales agent for such
Shares. Such contract may also provide for the repurchase of Shares of
any such Series or Class by such Distributor as agent of the Trustees and
shall contain such terms and conditions, if any, as may be prescribed in
the By-Laws and such further terms and conditions not inconsistent with
the provisions of this Declaration or the By-Laws as the Trustees may in
their discretion determine.

Section 3.2. Advisory or Management Contracts. Subject to approval
by a Majority Shareholder Vote, the Trustees may from time to time enter
into an investment advisory or management contract with another Person (an
"Investment Adviser") pursuant to which an Investment Adviser shall agree
to furnish to the Trusts with respect to one or more Series or Class,
management, investment advisory, administrative, statistical, and research
facilities and services, such contract to contain such other terms and
conditions, if any, as may be prescribed in the By-Laws and such further
terms and conditions not inconsistent with the provisions of this
Declaration or the By-Laws as the Trustees may in their discretion
determine, including the grant of authority to such Investment Adviser to
determine what securities shall be purchased or sold by the Trust for the
portfolio of the applicable Series or Class and what portion of the assets
of or allocated to the pertinent Series or Class shall be uninvested and
to implement its determinations by making changes in the investments of
such Series or Class.

Section 3.3. Affiliations of Trustees or Officers, Etc. The fact
that any Shareholder, Trustee, officer, agent or employee of the Trust is
a shareholder, member, director, officer, partner, trustee, employee,
manager, adviser or distributor of or for any Person or of or for any
parent or affiliate of any Person with which an investment advisory or
management contract, principal underwriter or distributor contract or
custodian, transfer agent, disbursing agent or similar agency contract may
have been or may hereafter be made, or that any such Person, or any parent
or affiliate thereof, is a Shareholder of or has any other interest in the
Trust or any Series or Class thereof, or that any such Person also has any
one or more similar contracts with one or more other such Persons, or has
other businesses or interests, shall not affect the validity of any such
contract made or that may hereafter be made with the Trustees or
disqualify any Shareholder, Trustee, officer, agent or employee of the
Trust from voting upon or executing the same or create any liability or
accountability to the Trustees, the Trust, any Series or Class thereof or
the Shareholders.

ARTICLE IV

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 4.1. No Personal Liability of Shareholders, Trustees, Etc.
No Shareholder shall be subject to any personal liability whatsoever in
connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series or Class thereof. All persons extending credit to,
contracting with or having any claim against the Trust or any Series or
Class thereof shall look only to the assets of the Trust for payment under
such credit, contract or claim, and neither the Shareholders nor the
Trustees, nor any officer, employee or agent of the Trust whether past,
present or future, shall be personally liable therefor. The Trustees
shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, employee or agent (including, without
limitation, any Investment Adviser, Distributor, Custodian or Transfer
Agent) of the Trust, nor shall any Trustee be responsible or liable for
the act or omission of any other Trustee. Nothing in this Declaration
shall, however, protect any Trustee, officer, employee or agent of the
Trust against any liability to which such Person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

Section 4.2. Execution of Documents; Notice; Apparent Authority.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of
the Trust or any Series or Class thereof or the Trustees or any of them
in connection with the Trust or any Series or Class thereof shall be
conclusively deemed to have been executed or done only in or with respect
to their or his capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon. Every note, bond,
contract, instrument, certificate or undertaking made or issued by the
Trustees or by any officers or officer shall refer to this Declaration and
shall recite that the obligations of such instruments are not binding upon
any of the Trustees, Shareholders, officers, employees or agents of the
Trust individually but are binding only upon the assets and property of
the Trust but the omission thereof shall not operate to bind any Trustee,
Shareholder, officer, employee or agent of the Trust individually. No
purchaser, lender or other Person dealing with the Trustees or any
officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the
Trustees or by such officer, employee or agent or make inquiry concerning
or be liable for the application of money or property paid, loaned or
delivered to or on the order of the Trustees or of such officer, employee
or agent.

Section 4.3. Indemnification of Trustees, Officers, Etc. To the
fullest extent permitted by law, but subject to the next sentence of this
Section 4.3, the Trust shall indemnify each of its Trustees, officers,
employees and agents (including any individual who serves at its request
as director, officer, partner, trustee or the like of another organization
in which it has any interest as a shareholder, creditor or otherwise)
against all liabilities and expenses (including amounts paid in
satisfaction or judgments, in compromise or as fines and penalties, and
counsel fees reasonably incurred by him) which arise in connection with
the defense or disposition of any action, suit or other proceeding,
whether civil or criminal, before any court or administrative or
legislative body, in which he may be or may have been involved as a party
or otherwise or with which he may be or may have been threatened, while
acting as Trustee or as an officer, employee or agent of the Trust or the
Trustees, as the case may be, or thereafter, by reason of his being or
having been such a Trustee, officer, employee or agent. If a Trustee,
officer, employee or agent of the Trust shall be charged with not having
acted in good faith in the reasonable belief that his actions were in the
best interests of the Trust or any Series thereof or with willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office ("disabling conduct"), the
Trust shall not indemnify such Person unless

(a) such charges shall have been finally disposed of on the
merits favorably to such Person;

(b) such charges shall have been dismissed for lack of evidence
of disabling conduct;

(c) such charges shall have been finally disposed of otherwise
than on the merits favorably to such Person and there shall have been
a determination as contemplated by the next sentence of this Section
4.3 that such Person was not guilty of disabling conduct; or

(d) such charges shall have been finally disposed of by
settlement or compromise and there shall have been a determination
as contemplated by the next sentence of this Section 4.3 that such
Person was not guilty of disabling conduct and that such settlement
or compromise was in the best interests of the Trust.

Any determination required to be made under the preceding sentence may be
made by (a) majority vote of a quorum consisting of Trustees who are
neither Interested Persons of the Trust nor parties to the action, suit
or proceeding, or (b) if such a quorum is not obtainable or, even if
obtainable, if a majority vote of such quorum so directs, by independent
legal counsel in a written opinion, or (c) a Majority Shareholder Vote
(excluding Shares owned of record or beneficially by such individual).
The rights accruing to any Trustee, officer, employee or agent under these
provisions shall not exclude any other right to which he may be lawfully
entitled.

Section 4.4. Advance Payments. The Trustees may make advance
payments in connection with the expense of defending any action with
respect to which indemnification might be sought under Section 4.3 if
there is an undertaking by or on behalf of the indemnitee to repay such
advance payments unless it is ultimately determined that he is entitled
to indemnification, provided that either (a) the indemnitee shall provide
a security for his undertaking, (b) the Trust shall be insured against
losses arising by reason of any lawful advances, or (c) a majority of a
quorum of Trustees who are neither Interested Persons of the Trust nor
parties to the action, suit or proceeding, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily
available facts, that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification.

Section 4.5. Indemnification of Shareholders. In case any
Shareholder or former Shareholder shall be held to be personally liable
solely by reason of his being or having been a Shareholder and not because
of acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets
of the Series or Class of which he held Shares to be held harmless from
and indemnified against all loss and expense, including legal expenses
reasonably incurred, arising from such liability. The rights accruing to
a Shareholder under this Section 4.5 shall not exclude any other right to
which such Shareholder may be lawfully entitled, nor shall anything
contained herein restrict the right of the Trust to indemnify or reimburse
a Shareholder in any appropriate situation even though not specifically
provided herein.

ARTICLE V

SHARES OF BENEFICIAL INTEREST

Section 5.1. Shares of Beneficial Interest.

(a) The beneficial interest in the Trust shall be divided into
Shares, all without par value. The Trustees shall have the authority
from time to time, without obtaining shareholder approval, to create
one or more Series of Shares (the proceeds of which may be invested
in separate independently managed portfolios) in addition to the
Series specifically established and designated in this Article V, and
to divide the shares of any Series into two or more Classes pursuant
to this Article V, all as they deem necessary or desirable, to
establish and designate such Series and Classes, and to fix and
determine the relative rights and preferences as between the
different Series or Classes of Shares as to right of redemption and
the price, terms and manner of redemption, liabilities and expenses
to be borne by any Series or Class, special and relative rights as
to dividends and other distributions and on liquidation, sinking or
purchase fund provisions, conversion on liquidation, conversion
rights, and conditions under which the several or Classes of Shares
shall have individual voting rights or no voting rights. Except as
aforesaid, all Shares of the different Series shall be identical.

(1) The number of authorized Shares and the number of
Shares of each Series and each Class of a Series that may be
issued is unlimited, and the Trustees may issue Shares of any
Series or Class of any Series for such consideration and on such
terms as they may determine (or for no consideration if pursuant
to a Share dividend or split-up), all without action or approval
of the Shareholders. All Shares when so issued on the terms
determined by the Trustees shall be fully paid and non-
assessable. The Trustees may classify or reclassify any
unissued Shares or any Shares previously issued and reacquired
of any Series into one or more Series or Classes of Series that
may be established and designated from time to time. The
Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as
they may determine, or cancel, at their discretion from time to
time, any Shares of any Series reacquired by the Trust.

(2) The establishment and designation of any Series or any
Class of any Series in addition to that established and
designated in Section 5.2 of this Article V shall be effective
with the effectiveness of an instrument setting forth such
establishment and designation and the relative rights and
preferences of such Series or such Class of such Series or as
otherwise provided in such instrument. At any time that there
are no Shares outstanding of any particular Series previously
established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series and
the establishment and designation thereof. Each instrument
referred to in this paragraph shall be an amendment to this
Declaration of Trust, and the Trustees may make any such
amendment without shareholder approval.

(3) Any Trustee, officer or other agent of the Trust, and
any organization in which any such person is interested may
acquire, own, hold and dispose of Shares of any Series or Class
of any Series of the Trust to the same extent as if such person
were not a Trustee, officer or other agent of the Trust; and the
Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any
such person or any such organization subject only to the general
limitations, restrictions or other provisions applicable to the
sale or purchase of Shares of such Series or Class generally.

(b) The Trustees shall have the authority from time to time,
without obtaining shareholder approval, to divide the Shares of any
Series into two or more Classes as they deem necessary or desirable,
and to establish and designate such Classes. In such event, each
Class of a Series shall represent interests in the designated Series
of the Trust and have such voting, dividend, liquidation and other
rights as may be established and designated by the Trustees.
Expenses related directly or indirectly to the Shares of a Class of
a Series may be borne solely by such Class (as shall be determined
by the Trustees) and, as provided in Section 5.8, a Class of a Series
may have exclusive voting rights with respect to matters relating
solely to such Class. The bearing of expenses solely by a Class of
Shares of a Series shall be appropriately reflected (in the manner
determined by the Trustees) in the net asset value, dividend and
liquidation rights of the Shares of such Class of a Series. The
division of the Shares of a Series into Classes and the terms and
conditions pursuant to which the Shares of the Classes of a Series
will be issued must be made in compliance with the 1940 Act. No
division of Shares of a Series into Classes shall result in the
creation of a Class of Shares having a preference as to dividends or
distributions or a preference in the event of any liquidation,
termination or winding up of the Trust, to the extent such a
preference is prohibited by Section 18 of the 1940 Act as to the
Trust.

The relative rights and preferences of Shares of different
Classes shall be the same in all respects except that, unless and
until the Board of Trustees shall determine otherwise: (i) when a
vote of Shareholders is required under this Declaration of Trust or
when a meeting of Shareholders is called by the Board of Trustees,
the Shares of a Class shall vote exclusively on matters that affect
that Class only, (ii) the expenses related to a Class shall be borne
solely by such Class (as determined and allocated to such Class by
the Trustees from time to time in a manner consistent with Sections
5.1 and 5.2 of this Article V); and (iii) pursuant to Section 11.7,
the Shares of each Class shall have such other rights and preferences
as are set forth from time to time in the then-effective Prospectus
and/or Statement of Additional Information relating to the Shares.
Dividends and distributions on one class may differ from the
dividends and distributions on another Class, and the net asset value
of the Shares of one Class may differ from the net asset value of the
Shares of another Class.

Section 5.2. Series and Class Designation. Without limiting the
authority of the Trustees set forth in Section 5.1 to establish and
designate any further Series, the Trustees hereby establish two Series of
Shares (to be known as "Oppenheimer Bond Fund" and "Oppenheimer Value
Stock Fund" individually, a "Fund" and collectively, the "Funds"), and
said Series shall be divided into three Classes, which shall be designated
"Class A", "Class B" and "Class C". The Shares of those Series and any
Shares of any further Series or Classes that may from time to time be
established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Series or Classes at the
time of establishing and designating the same) have the following relative
rights and preferences:

(a) Assets Belonging to Series. All consideration received by the
Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to that Series for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the
books of account of the Trust. Such consideration, assets, income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are
herein referred to as "assets belonging to" that Series. In the
event that there are any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series (collectively
"General Items"), the Trustees shall allocate such General Items to
and among any one or more of the Series established and designated
from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable; and any General Items so
allocated to a particular Series shall belong to that Series. Each
such allocation by the Trustees shall be conclusive and binding upon
the shareholders of all Series for all purposes. No holder of Shares
of any Series shall have any claims on or right to any assets
allocated to or belonging to any other Series.

(b) (1) Liabilities Belonging to Series. The assets belonging
to each particular Series shall be charged with the liabilities
of the Trust in respect of that Series and all expenses, costs,
charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges and reserves of the Trust
which are not identifiable as belong to any particular Series
shall be allocated and charged by the Trustees to and among any
one or more of the Series established and designated from time
to time in such manner and on such basis as the Trustees in
their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves allocated and so charged
to each Series are herein referred to as "liabilities belonging
to" that Series. Each allocation of liabilities, expenses,
costs, charges and reserves by the Trustees shall be conclusive
and binding upon the shareholders of all Series for all
purposes. The Trustees shall have full discretion, to the
extent not inconsistent with the 1940 Act, to determine which
items shall be treated as income and which items as capital; and
each such determination shall be conclusive and binding upon the
Shareholders.

(2) Liabilities Belonging to a Class. If a Series is
divided into more than one Class, the liabilities, expenses,
costs, charges and reserves attributable to a Class shall be
charged and allocated to the Class to which such liabilities,
expenses, costs, charges or reserves are attributable. Any
general liabilities, expenses, costs, charges or reserves
belonging to the Series which are not identifiable as belonging
to any particular Class shall be allocated and charged by the
Trustees to and among any one or more of the Classes established
and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and
equitable. The allocations described in the two preceding
sentences shall be subject to the 1940 Act and any release,
rule, regulation, interpretation or order thereunder relating
to such allocations. The liabilities, expenses, costs, charges
and reserves allocated and so charged to each Class are herein
referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves
by the Trustees shall be conclusive and binding upon the holders
of all Classes for all purposes. No holder of Shares of any
Class shall have any claims on or right to any assets allocated
or belonging to any other Class.

(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of
that Series or Class, with such frequency as the Trustees may
determine, which may be daily or otherwise, pursuant to a standing
resolution or resolutions adopted only once or with such frequency
as the Trustees may determine, from such of the income and capital
gains, accrued or realized, from the assets belonging to that Series,
as the Trustees may determine, after providing for actual and accrued
liabilities belonging to such Series or Class. All dividends and
distributions on Shares of a particular Series or Class shall be
distributed pro rata to the Shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by
such Shareholders at the date and time of record established for the
payment of such dividends or distributions, except that in connection
with any dividend or distribution program or procedure the Trustees
may determine that no dividend or distribution shall be payable on
Shares as to which the Shareholder's purchase order and/or payment
have not been received by the time or times established by the
Trustees under such program or procedure. Such dividends and
distributions may be made in cash or Shares or a combination thereof
as determined by the Trustees or pursuant to any program that the
Trustees may have in effect at the time for the election by each
Shareholder of the mode of the making of such dividend or
distribution to that Shareholder. Any such dividend or distribution
paid in Shares will be paid at the net asset value thereof as
determined in accordance with paragraph 13 of Article SEVENTH.

(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all
Classes of each Series that have been established and designated
shall be entitled to receive, as a Series or Class, when and as
declared by the Trustees, the excess of the assets belonging to that
Series over the liabilities belonging to that Series or Class. The
assets so distributable to the Shareholders of any particular Class
and Series shall be distributed among such Shareholders in proportion
to the number of Shares of such Class of that Series held by them and
recorded on the books of the Trust.

(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class
or Series will be recorded on the Share transfer records of the Trust
applicable to such Series or Class only at such times as Shareholders
shall have the right to require the Trust to redeem Shares of such
Series or Class and at such other times as may be permitted by the
Trustees.

(f) Equality. All Shares of each Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to such Series or any Class of
that Series), and each Share of any particular Series shall be equal
to each other Share of that Series and Shares of each Class of a
Series shall be equal to each other Share of such Class; but the
provisions of this sentence shall not restrict any distinctions
permissible under this Article FOURTH that may exist with respect to
Shares of a Series or the different Classes of a Series. The
Trustees may from time to time divide or combine the Shares of any
particular Class or Series into a greater or lesser number of Shares
of that Class or Series without thereby changing the proportionate
beneficial interest in the assets belonging to that Class or Series
or in any way affecting the rights of Shares of any other Class or
Series.

(g) Fractions. Any fractional Share of any Class and Series,
if any such fractional Share is outstanding, shall carry
proportionately all the rights and obligations of a whole Share of
that Class and Series, including those rights and obligations with
respect to voting, receipt of dividends and distributions, redemption
of Shares, and liquidation of the Trust.

(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority
to provide that (i) holders of Shares of any Series shall have the
right to exchange said Shares into Shares of one or more other Series
of Shares, (ii) holders of shares of any Class shall have the right
to exchange said Shares into Shares of one or more other Classes of
the same or a different Series, and/or (iii) the Trust shall have the
right to carry out exchanges of the aforesaid kind, in each case in
accordance with such requirements and procedures as may be
established by the Trustees.

(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent
for the Trust, which books shall be maintained separately for the
Shares of each Class and Series that has been established and
designated. No certification certifying the ownership of Shares need
be issued except as the Trustees may otherwise determine from time
to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters.
The record books of the Trust as kept by the Trust or any transfer
or similar agent, as the case may be, shall be conclusive as to who
are the Shareholders and as to the number of Shares of each Class
and Series held from time to time by each such Shareholder.

(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for
such consideration, not inconsistent with the provisions of the 1940
Act, as they from time to time authorize. The Trustees may authorize
any distributor, principal underwriter, custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that
conform to such authorized terms and to reject any purchase or sale
orders for Shares whether or not conforming to such authorized terms.

(k) Shareholders of a Series shall not be entitled to
participate in an derivative or class action with respect to any
matter which affects only another Series or its Shareholders.

At any time that there are no Shares outstanding of any particular
Series or Class previously established, the Trustees may by an instrument
executed by a majority of their number abolish that Series or Class.

Section 5.3. Termination of a Series. Any Series may be terminated
by the affirmative vote of at least 66-2/3% of the Shares of such Series
outstanding or, when authorized by a Majority Shareholder Vote, by an
instrument in writing signed by a majority of the Trustees. Upon the
termination of a Series, the Series shall carry on no business except for
the purpose of winding up its affairs, and the Trustees shall proceed to
wind up the affairs of the Series, having with respect to such Series all
powers contemplated by Section 9.1 of this Declaration in the event of the
termination of the Trust.

Section 5.4. Rights of Shareholders. Shares shall be deemed to be
personal property giving only the rights provided in this Declaration.
Every Shareholder by virtue of having become a Shareholder shall be held
to have expressly assented and agreed to the terms hereof and to have
become a party hereto. The ownership of the Trust Property and the right
to conduct any business hereinbefore described are vested exclusively in
the Trustees, and the Shareholders shall have no interest therein other
than the beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any property,
profits, rights or interests of the Trust nor can they be called upon to
share or assume any losses of the Trust or suffer an assessment of any
kind by virtue of their ownership of Shares. The death of a Shareholder
during the continuance of the Trust shall not operate to terminate the
same nor to entitle the legal representative of such Shareholder to an
accounting or to take any action in any court or otherwise against other
Shareholders or the Trustees or the Trust Property, but only to the rights
of such Shareholder hereunder.

Section 5.5. Issuance of Shares.

Section 5.5.1. General. The Trustees may from time to time without
vote of the Shareholders issue and sell or cause to be issued and sold
Shares of any Series or Class except that only Shares previously
contracted to be sold may be issued during any period when the right of
redemption is suspended pursuant to the provisions of Section 6.6 hereof.
All such Shares, when issued in accordance with the terms of this Section
5.5, shall be fully paid and nonassessable.

Section 5.5.2. Price. No Shares of any Series shall be issued or
sold by the Trustees for less than an amount which would result in
proceeds to the Trust, before taxes and other expenses payable by the
Trust in connection with such transaction, of at least the net asset value
per share of Shares of such Series determined as contemplated by Article
VII hereof.

Section 5.5.3. On Merger or Consolidation. In connection with the
acquisition of assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities), businesses or stock
of another Person, the Trustees may issue or cause to be issued Shares of
any Series or Class and accept in payment therefor, in lieu of cash, such
assets or businesses at their market value (as determined by the
Trustees), or such stock at the market value (as determined by the
Trustees) of the assets held by such other Person, either with or without
adjustment for contingent costs or liabilities, provided that the funds
of the Trust are permitted by law to be invested in such assets,
businesses or stock.

Section 5.5.4. Fractional Shares. The Trustees may issue and sell
fractions of Shares of any Series or Class, having pro rata all the rights
of full Shares of such Series, including, without limitation, the right
to vote and to receive dividends and distributions.

Section 5.6. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of a Transfer Agent which shall
contain the names and addresses of the Shareholders of each Series and
Class and the number of Shares of such Series or Class held by them
respectively and a record of all transfers thereof. A separate register
shall be kept for each Series and Class. Such register or registers shall
be conclusive as to who are the holders of the Shares of each Series or
Class and who shall be entitled to receive dividends or distributions or
otherwise to exercise or enjoy the rights of Shareholders of such Series
or Class. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in
the By-Laws provided, until he has given his address to the Transfer Agent
for such Series or Class or such other agent or officer of the Trust as
shall keep the said register or registers for entry thereon.

Section 5.7. Transfer of Shares. Shares shall be transferable on
the records of the Trust upon delivery to the Trust or the Transfer Agent
or Agents of appropriate evidence of assignment, transfer, succession or
authority to transfer. Upon such delivery the transfer shall be recorded
on the register of the appropriate Series or Class. Until such record is
made, the Trustees, the Transfer Agent or Agents, and the officers,
employees and agents of the Trust shall not be entitled or required to
treat the assignee or transferee of any Share as the absolute owner
thereof for any purpose, and accordingly shall not be bound to recognize
any legal, equitable or other claim or interest in such Share on the part
of any Person, other than the holder of record, whether or not any of them
shall have express or other notice of such claim or interest.

Section 5.8. Voting Powers. Except as set forth in the next
paragraph, the Shareholders shall have power to vote only on the following
matters, as to each of which matters all Shareholders of all Series shall
vote together: (a) for the election of Trustees as provided in Sections
2.5 and 2.7 hereof; (b) with respect to the removal of Trustees pursuant
to Section 5.11 hereof; (c) with respect to any termination of the Trust,
as provided in Section 9.1 hereof; (d) with respect to any amendment of
this Declaration affecting Shareholders of all Series equally to the
extent and as provided in Section 9.2 hereof; (e) with respect to any
merger, consolidation, or sale of assets of the Trust as provided in
Section 9.3 hereof; (f) with respect to incorporation of the Trust to the
extent and as provided in Section 9.4 hereof; (g) to the same extent as
the stockholders of a Massachusetts business corporation as to whether or
not a court action, proceeding or claim should or should not be brought
or maintained derivatively or as a class action on behalf of the Trust or
the Shareholders; and (h) with respect to such additional matters relating
to the Trust as may be required by this Declaration or the By-Laws or by
reason of the registration of the Trust or the Shares with the Commission
or any State or by any applicable law or any regulation or order of the
Commission or any State or as the Trustees may consider necessary or
desirable.

The Shareholders of each Series shall have power to vote as a
separate Series only on the following matters: (i) with respect to any
investment advisory or management contract with respect to such Series
entered into pursuant to Section 3.2 hereof; (ii) with respect to any
amendment of this Declaration affecting the Shareholders of such Series
differently from the Shareholders of other Series; and (iii) with respect
to such additional matters relating to such Series as may be required by
this Declaration or the By-Laws or by reason of the registration of the
Trust or the Shares of such Series with the Commission or any State or by
any applicable law or any regulation or order of the Commission or any
State or as the Trustees may consider necessary or desirable.

If the Shares of a Series shall be divided into Classes as provided
in Section 5.2, the shares of each Class shall have identical voting
rights except that the Trustees, in their discretion, may provide a Class
of a Series with exclusive voting rights with respect to matters which
relate solely to such Classes. If the Shares of any Series shall be
divided into Classes with a Class having exclusive voting rights with
respect to certain matters, the quorum and voting requirements described
below with respect to action to be taken by the Shareholders of the Class
of such Series on such matters shall be applicable only to the Shares of
such Class. Any fractional Share shall carry proportionately all the
rights of a whole Share, including the right to vote and the right to
receive dividends.

Each whole Share shall be entitled to one vote as to any matter on
which Shareholders are entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote, A majority of the Shares
voted shall decide any questions, except when a different vote is
specified by applicable law, any provision of the By-Laws or this
Declaration. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders (including
the right to authorize an amendment to this Declaration under Section 9.2
hereof) and may take any action required by applicable law, the By-Laws
or this Declaration to be taken by Shareholders. The By-Laws may include
further provisions for Shareholder votes and related matters.

Section 5.9. Meetings of Shareholders. Special meetings of the
Shareholders of any one or more Series may be called at any time by the
Chairman of the Board, the President or a Vice President of the Trust, or
by a majority of the Trustees. Without limiting the provisions of Section
5.11 hereof a special meeting of Shareholders may also be called at any
time upon the written request of a holder or the holders of not less than
25% of all of the Shares entitled to be voted at such meetings, provided
that the Shareholder or Shareholders requesting such meeting shall have
paid to the Trust the reasonably estimated cost of preparing and mailing
the notice thereof, which the Secretary shall determine and specify to
such Shareholder or Shareholders.

Section 5.10. Action Without a Meeting. Any action which may be
taken by Shareholders may be taken without a meeting if such proportion
of Shareholders as is required to vote for approval of the matter by law,
this Declaration or the By-Laws consents to the action in writing and the
written consents are filed with the records of Shareholders' meetings.
Such consents shall be treated for all purposes as a vote taken at a
Shareholders' meeting.

Section 5.11. Removal of Trustees by Shareholders. No Trustee shall
serve as trustee of the Trust, after the holders of record of not less
than 66-2/3% of the Shares outstanding have declared that such Trustee be
removed from the office either by declaration in writing filed with the
Secretary of the Trust or by votes cast in person or by proxy at a meeting
of Shareholders specifically called for such purpose. Notwithstanding the
provisions of Section 5.9 hereof, the Trustees shall promptly call a
meeting of Shareholders for the purpose of voting upon the question of
removal of any or all of the Trustees pursuant to this Section 5.11 when
requested in writing to do so by the record holders of not less than 10%
of the outstanding Shares of the Trust.

Whenever ten or more Shareholders who have been such for at least six
months preceding the date of application and who hold in the aggregate
either Shares having a net asset value of at least $25,000 or at least 1%
of the outstanding Shares of the Trust, whichever is less, shall apply to
the Trustees in writing stating that they wish to communicate with other
Shareholders with a view to obtaining signatures to a request for a
meeting for consideration of the removal of any or all of the Trustees and
accompanied by a form of communication and request which they wish to
transmit, the Trustees shall within five business days after receipt of
such application either (1) afford to such applicants access to a list of
the names and addresses of all Shareholders as recorded on the books of
the Trust; or (2) inform such applicants as to the approximate number of
Shareholders of record, and the approximate cost of mailing to them the
proposed communications and form of request. If the Trustees elect to
follow the course specified in clause (2) of the preceding sentence, the
Trustees shall comply with the provisions of Section 16(c) of the 1940 Act
or any successor thereto, and any rule, release or order promulgated
thereunder.

ARTICLE VI

REDEMPTION AND REPURCHASE OF SHARES

Section 6.1. Redemption of Shares. The Trustees shall redeem Shares
of any Series or Class, subject to the conditions and at the price
determined as herein set forth, upon proper application of the record
holder thereof at such office or agency as may be designated from time to
time for that purpose by the Trustees. The Trustees shall have power to
determine from time to time the form and the other accompanying documents
which shall be necessary to constitute a proper application for
redemption.

Section 6.2. Price. Shares shall be redeemed for an amount not
exceeding the net asset value of such Shares determined as contemplated
by Article VII hereof.

Section 6.3. Payment. Payment for Shares redeemed shall be made to
the Shareholder of record within 7 days after the date upon which proper
application is received, subject to the Trustees or their designated agent
being satisfied that the purchase price of such Shares has been collected
and to the provisions of Section 6.4 hereof. Such payment shall be made
in cash or other assets of the Trust or both, as the Trustees shall
prescribe. For the purposes of such payment for Shares redeemed, the
value of assets delivered shall be determined as set forth in Article VII
hereof.

Section 6.4. Effect of Suspension of Right of Redemption. If,
pursuant to Section 6.6 hereof, the Trustees shall declare a suspension
of the right of redemption, the rights of Shareholders (including those
who shall have applied for redemption pursuant to Section 6.1 hereof but
who shall not yet have received payment) to have Shares redeemed and paid
for by the Trust shall be suspended until the time specified in Section
6.6. Any record holder who shall have his redemption right so suspended
may, during the period of such suspension, by appropriate written notice
of revocation at the office or agency where application was made, revoke
any application for redemption not honored. The redemption price of
Shares for which redemption applications have not been revoked shall not
exceed the net asset value of such Shares next determined as set forth in
Article VII hereof after the termination of such suspension and payment
shall be made within 7 days after the date upon which the application was
made plus the period after such application during which the determination
of net asset value was suspended.

Section 6.5. Repurchase by Agreement. The Trust may repurchase
Shares directly, or through the Distributor or another agent designated
for the purpose, by agreement with the owner thereof at a price not
exceeding the net asset value per share of such Shares next determined as
set forth in Article VII hereof.

Section 6.6. Suspension of Right of Redemption. The Trustees may
declare a suspension of the right of redemption or postpone the date of
payment or redemption for the whole or any part of any period (a) during
which the New York Stock Exchange is closed, other than customary week-end
and holiday closings, (b) during which trading on the New York Stock
Exchange is restricted, (c) during which an emergency exists as a result
of which disposal by the Trustees of securities owned by them is not
reasonably practicable or it is not reasonably practicable for the
Trustees fairly to determine the value of the net assets of the Trust, or
(d) during which the Commission may for the protection of security holders
of the Trust by order permit suspension of the right of redemption or
postponement of the date of payment or redemption.

Such suspension shall take effect at such time as the Trustees shall
specify, which shall not be later than the close of business on the
business day next following the declaration, and thereafter there shall
be no determination of net asset value until the Trustees shall declare
the suspension at an end, except that the suspension shall terminate in
any event on the first day on which (i) the condition giving rise to the
suspension shall have ceased to exist and (ii) no other condition exists
under which suspension is authorized under this Section 6.6. Each
declaration by the Trustees pursuant to this Section 6.6 shall be
consistent with such applicable rules and regulations, if any, relating
to the subject matter thereof as shall have been promulgated by the
Commission or any other governmental body having jurisdiction over the
Trust and as shall be in effect at the time. To the extent not
inconsistent with such rules and regulations, the determination of the
Trustees shall be
conclusive.

Section 6.7. Involuntary Redemption of Shares; Disclosure of
Holding.

(a) If the Trustee shall, at any time and in good faith, be of
the opinion that direct or indirect ownership of Shares or other
securities of the Trust or any Series or Class thereof has or may
become concentrated in any person to an extent which would disqualify
the Trust as a regulated investment company under the United States
Internal Revenue Code, then the Trustees shall have the power by lot
or other means deemed equitable by them

(i) to call for redemption a number, or principal amount,
of Shares sufficient in the opinion of the Trustees to maintain
or bring the direct or indirect ownership of Shares into
conformity with the requirements for such qualification and

(ii) to refuse to transfer or issue Shares to any Person
whose acquisition of the Shares in question would in the opinion
of the Trustees result in such disqualification.

Any redemption pursuant to this Section 6.7(a) shall be effected at a
redemption price determined in accordance with Section 6.2 hereof.

(b) The holders of Shares shall upon request disclose to the
Trustees in writing such information with respect to direct and
indirect ownership of Shares as the Trustees deem necessary to comply
with the provisions of the United States Internal Revenue Code, or
to comply with the requirements of any other taxing authority.

(c) The Trustees shall have the power to redeem Shares in any
account at a redemption price determined in accordance with Section
6.2 hereof if at any time the value of the total investment in such
account is less than $1,000, in which event the Shareholder shall be
notified that the value of his account is less than $1,000 and
allowed 30 days to purchase additional Shares before his Shares are
redeemed.

ARTICLE VII

DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS

Section 7.1. By Whom Determined. The Trustees shall have the power
and duty to determine from time to time the net asset value per share of
the Shares of each Series or Class. They may appoint one or more Persons
to assist them in the determination of the value of securities in the
portfolio of each Series or Class and to make the actual calculations
pursuant to their directions. Any determination made pursuant to this
Article VII shall be binding on all parties concerned.

Section 7.2. When Determined. The net asset value shall be
determined at such times as the Trustees shall prescribe in accordance
with the applicable provisions of the 1940 Act and the regulations and
orders from time to time in effect thereunder. The Trustees may suspend
the daily determination of net asset value to the extent permitted by the
1940 Act or the regulations and orders from time to time in effect
thereunder.

Section 7.3. Computation of Per Share Net Asset Value. For purposes
of the computation of net asset value, as in this Declaration of Trust
referred to, the following rules shall apply:

(a) The net asset value per Share of any Series, as of the time
of valuation on any day, shall be the quotient obtained by dividing
the value, as at such time, of the net assets of that Series (i.e.,
the value of the assets of that Series less its liabilities exclusive
of its surplus) by the total number of Shares of that Series
outstanding at such time. The assets and liabilities of any Series
shall be determined in accordance with generally accepted accounting
principles, provided, however, that in determining the liabilities
of any Series there shall be included such reserves for taxes or
contingent liabilities as may be authorized or approved by the
Trustees, and provided further that in connection with the accrual
of any fee or refund payable to or by an investment advisor of the
Trust for such Series, the amount of which accrual is not definitely
determinable as of any time at which the net asset value of each
Share of that Series is being determined due to the contingent nature
of such fee or refund, the Trustees are authorized to establish from
time to time formulae for such accrual, on the basis of the
contingencies in question to the date of such determination, or on
such other bases as the Trustees may establish.

(1) Shares of a Series to be issued shall be deemed to be
outstanding as of the time of the determination of the net asset
value per Share applicable to such issuance and the net price
thereof shall be deemed to be an asset of that Series;

(2) Shares of a Series to be redeemed by the Trust shall
be deemed to be outstanding until the time of the determination
of the net asset value applicable to such redemption, and
thereupon, and until paid, the redemption price thereof shall
be deemed to be a liability of that Series; and

(3) Shares of a Series voluntarily purchased or contracted
to be purchased by the Trust pursuant to the provisions of
Section 6.5 shall be deemed to be outstanding until whichever
is the later of (i) the time of the making of such purchase or
contract of purchase, and (ii) the time at which the purchase
price is determined, and thereupon, and until paid, the purchase
price thereof shall be deemed to be a liability of that Series.

Section 7.4. Interim Determinations. Any determination of net asset
value other than at the time or times prescribed under Section 7.2 hereof
may be made either by appraisal or by calculation or estimate. Any such
calculation or estimate shall be based on changes in the market value of
representative or selected securities or on changes in recognized market
averages since the last closing appraisal and made in a manner which in
the opinion of the Trustees will fairly reflect the changes in the net
asset value.

Section 7.5. Maintenance of Constant Net Asset Value Per Share. The
Trustees shall have the power to maintain the net asset value per share
of the Shares of any Series or Class at a constant amount. In the
exercise of the power granted in this Section 7.5 the Trustees may:

(a) Suspend the accrual or payment of net income to holders of
Shares of any Series or Class or the declaration or payment of
dividends.

(b) Offset or cause to be offset losses (whether realized or
unrealized) suffered in respect of the assets of any Series or Class
against net income accrued to the account of holders of Shares of
such Series or Class or against dividends declared but not yet paid
to such holders.

(d) Adjust the total number of Shares outstanding of any Series
or Class by treating each holder of Shares of such Series or Class
as having made a proportionate contribution to capital of Shares of
such Series or Class representing an aggregate amount equal to such
losses (or to a portion of such losses), by accruing net income to
the accounts of such holders or by declaring a dividend in Shares of
such Series or Class representing such aggregate amount.

(e) Take such other action as the Trustees may deem advisable
in order to maintain the net asset value per share at a constant
amount.

Nothing in this Section 7.5 shall, however, require the Trustees to
maintain the net asset value per share of the Shares of any Series or
Class at a constant amount in the event that the Trustees determine that
the maintenance of such net asset value per share at a constant amount is
not in the best interest of the Trust or the holders of Shares of such
Series or Class.

Section 7.6. Outstanding Shares. For the purposes of this Article
VII, outstanding Shares of any Series or Class shall mean those Shares
shown from time to time on the books of such Series or the Transfer Agent
for such Series or Class as then issued and outstanding, adjusted as
follows:

(a) Shares sold shall be deemed to be outstanding Shares from
the time when the sale is reported to the Trustees or their agents
for determining net asset value, but not before (i) an unconditional
purchase order therefor has been received by the Trustees (directly
or through one of their agents) or by the Distributor or Transfer
Agent of such Series or Class and the sale price in currency has been
determined and (ii) receipt by the Trustees (directly or through one
of their agents) of Federal funds in the amount of the sale price;
and such sale price (net of commission, if any, and any stamp or
other tax payable by the Trust in connection with the issue and sale
of the Shares sold) shall be thereupon deemed to be an asset of the
Trust.

(b) Shares distributed pursuant to Section 7.7 shall be deemed
to be outstanding as of the time that Shareholders who shall receive
the distribution are determined.

(c) Shares for which a proper application for redemption has
been made or which are subject to repurchase by the Trustees shall
be deemed to be outstanding Shares up to and including the time as
of which the redemption or repurchase price is determined. After
such time, they shall be deemed to be no longer outstanding Shares
and the redemption or purchase price until paid shall be deemed to
be a liability of the appropriate Series.

Section 7.7. Distributions to Shareholders. Without limiting the
powers of the Trustees under Subsection (e) of Section 2.1 of Article II
hereof, the Trustees may at any time and from time to time, as they may
determine, allocate or distribute to Shareholders of any Series or Class
such income and capital gains, accrued or realized, of such Series or
Class as the Trustees may determine, after providing for actual, accrued
or estimated expenses and liabilities of such Series or Class (including
such reserves as the Trustees may establish) determined in accordance with
generally accepted accounting practices. The Trustees shall have full
discretion to determine which items shall be treated as income and which
items as capital and their determination shall be binding upon the
Shareholders. Such distributions shall be made in cash, property or
Shares of the appropriate Series or Class or any combination thereof as
determined by the Trustees. Any such distribution paid in Shares shall
be paid at the net asset value thereof as determined pursuant to this
Article VII. The Trustees may adopt and offer to Shareholders such
dividend reinvestment plans, cash dividend payout plans or related plans
as the Trustees shall deem appropriate. Inasmuch as the computation of
net income and gains for Federal income tax purposes may vary from the
computation thereof on the books of the Trust, the above provisions shall
be interpreted to give the Trustees the power in their discretion to
allocate or distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient
to enable the Trust to avoid or reduce liability for taxes.

Section 7.8. Power to Modify Foregoing Procedures. Notwithstanding
any of the foregoing provisions of this Article VII, the Trustees may
prescribe, in their absolute discretion, such other based and times for
the determination of the per share net asset value of Shares of any Series
or Class as may be permitted by, or as they may deem necessary or
desirable to enable the Trust to comply with, any provision of the 1940
Act, any rule or regulation thereunder (including any rule or regulation
adopted pursuant to Section 22 of the 1940 Act by the Commission or any
securities association or exchange registered under the Securities
Exchange Act of 1934, as amended) or any order of exemption issued by the
Commission, all as in effect now or as hereafter amended or modified.

ARTICLE VIII

CUSTODIANS

Section 8.1. Appointment and Duties. Subject to the 1940 Act and
such rules, regulations and orders as the Commission may adopt, the
Trustees shall employ a bank or trust company having a capital, surplus
and undivided profits of at least $2,000,000 as Custodian for each Series
with authority as the agent of the Trust, but subject to such
restrictions, limitations and other requirements, if any, as may be
contained in the By-Laws of the Trust:

(a) to hold the securities owned by the Series, or by the Trust
on behalf of such Series, and deliver the same upon written order;

(b) to receive and receipt for any moneys due to the Series,
or to the Trust on behalf of such Series, and deposit the same in its
own banking department or elsewhere as the Trustees may direct; and

The Trustees may also authorize such Custodian as the agent of the Trust
(x) to keep the books and accounts of the Series and furnish clerical and
accounting services and (y) to compute the net income and the value of the
net assets of the Series.

The acts and services of a Custodian shall be performed upon such
basis of compensation as may be agreed upon by the Trustees and the
Custodian.

The Trustees may also authorize a Custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services
of the Custodian and upon such terms and conditions, as may be agreed upon
between the Custodian and such sub-custodian and approved by the Trustees,
provided that in every case such sub-custodian shall be a bank or trust
company having capital, surplus and undivided profits of at least
$2,000,000.

Section 8.2. Action Upon Termination of Custodian Agreement. Upon
termination of a Custodian agreement or inability of any Custodian to
continue to serve, the Trustees shall promptly appoint a successor
Custodian, but in the event that no successor Custodian can be found who
has the required qualifications and is willing to serve, the Trustees
shall call as promptly as possible a special meeting of holders of Shares
of the applicable Series to determine whether the Series shall function
without a Custodian or shall be liquidated. If so directed by vote of the
holders of a majority of the Shares of the applicable Series outstanding
and entitled to vote, the Custodian shall deliver and pay over all
property of the Series held by it as specified in such vote.

Section 8.3. Central Certificate System, Etc. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees
may direct the Custodian to deposit all or any part of the securities of
the applicable Series in a system for the central handling of securities
established by a national securities exchange or a national securities
association registered with the Commission under the Securities Exchange
Act of 1934, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act, pursuant to which system all
securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such securities,
provided that all such deposits shall be subject to withdrawal only upon
the order of the Trust.

Section 8.4. Acceptance of Receipts in Lieu of Certificate. Subject
to such rules, regulations and orders as the Commission may adopt, the
Trustees may direct the Custodian to accept written receipts or other
written evidences indicating purchases of securities held in book-entry
form in the Federal Reserve System in accordance with regulations
promulgated by the Board of Governors of the Federal Reserve System and
the local Federal Reserve Banks in lieu of receipt of certificates
representing such securities.

ARTICLE IX

DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.

Section 9.1. Duration and Termination.

(a) Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated by
the affirmative vote of at least 66-2/3% of the Shares outstanding
or, when authorized by a Majority Shareholder Vote, by an instrument
in writing signed by a majority of the Trustees. Upon the
termination of the Trust,

(i) The Trust shall carry on no business except for the
purpose of winding up its affairs.

(ii) The Trustees shall proceed to wind up the affairs of
the Trust and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust shall
have been wound up, including the power to fulfill or discharge
the contracts of the Trust, collect its assets, sell, convey,
assign, exchange, transfer or otherwise dispose of all or any
part of the remaining Trust Property to one or more persons at
public or private sale for consideration which may consist in
whole or in part of cash, securities or other property of any
kind, discharge or pay its liabilities and do all other acts
appropriate to liquidate its business, provided that any sale,
conveyance, assignment, exchange, transfer or other disposition
of all or substantially all the Trust Property that requires
Shareholder approval under Section 9.3 hereof shall receive the
approval so required.

(iii) After paying or adequately providing for the payment
of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for
their protection, the Trustees may distribute the remaining
Trust Property, in cash or in kind or partly each, among the
Shareholders according to their respective rights.

(b) After termination of the Trust and distribution to the
Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust an instrument in
writing setting forth the fact of such termination, and the Trustees
shall thereupon be discharged from all further liabilities and duties
hereunder, and the rights and interests of all Shareholders shall
thereupon cease.

Section 9.2. Amendment Procedure.

(a) This Declaration may be amended from time to time by an
instrument in writing signed by a majority of the Trustees when
authorized by a Majority Shareholder Vote, provided that amendments
having the purpose (x) of changing the name of the Trust or (y)
authorizing additional Series of Shares shall not require
authorization by the Shareholders. Nothing contained in this
Declaration shall permit the amendment of this Declaration to impair
the exemption from personal liability of the Shareholders, Trustees,
officers, employees and agents of the Trust to permit assessments
upon Shareholders.

(b) A certificate signed by a majority of the Trustees setting
forth an amendment and reciting that it was duly adopted as
aforesaid, or a copy of this Declaration as amended, executed by a
majority of the Trustees, shall be conclusive evidence of such
amendment when lodged among the records of the Trust.

(c) Notwithstanding any other provision hereof, until such time
as a Registration Statement under the Securities Act of 1933, as
amended, covering the first public offering of securities of the
Trust shall become effective, this Declaration may be terminated or
amended in any respect by the affirmative vote of a majority of the
Trustees or by an instrument signed by a majority of the Trustees.

Section 9.3. Merger, Consolidation and Sale of Assets. The Trust
or any Series or Class may merge or consolidate with any Series or Class
or any other corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of the Trust Property or
Trust Property allocable to such Series, as the case may be, including its
good will, upon such terms and conditions for such consideration and when
as authorized at any Shareholders' meeting called for the purpose by a
Majority Shareholder Vote.

Section 9.4. Incorporation. With the approval of a Majority
Shareholder Vote, the Trustees may cause to be organized or assist in
organizing under the laws of any jurisdiction a corporation or
corporations or any other trust, partnership, association or other
organization to take over all of the Trust Property or to carry on any
business in which the Trust shall directly or indirectly have any
interest, and may sell, convey and transfer the Trust Property to any such
corporation, trust, partnership, association or other organization in
exchange for the shares or securities thereof or otherwise, and may lend
money to, subscribe for the shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or
other organization, or any corporation, partnership, trust, association
or other organization in which the Trust holds or is about to acquire
shares or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or successor thereto and any such
corporation, trust, partnership, association or other organization.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or
more corporations, trusts, partnerships, associations or other
organizations and selling, conveying or transferring less than all or
substantially all of the Trust Property to such organization or entities.

ARTICLE X

REPORTS TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the Shareholders
of each Series a written financial report of the transactions of the
appropriate Series, including financial statements which shall at least
annually be accompanied by a report thereon of independent public
accountants.

ARTICLE XI

MISCELLANEOUS

Section 11.1. Filing. This Declaration and any amendment hereto
shall be filed with the Secretary of the Commonwealth of Massachusetts and
in such other places as may be required under the laws of the Commonwealth
of Massachusetts and may also be filed or recorded in such other places
as the Trustees deem appropriate. Unless any such amendment sets forth
some later time for the effectiveness of such amendment, such amendment
shall be effective upon its filing with the Secretary of the Commonwealth
of Massachusetts. A restated Declaration, integrating into a single
instrument all of the provisions of this Declaration which are then in
effect and operative, may be executed from time to time by a majority of
the Trustees and shall, upon filing with the Secretary of the Commonwealth
of Massachusetts, be conclusive evidence of all amendments contained
therein and may thereafter be referred to in lieu of the original
Declaration and the various amendments thereto.

Section 11.2. Governing Law. This Declaration is executed by the
Trustees and delivered in the Commonwealth of Massachusetts and with
reference to the laws thereof, and the rights of all parties and the
validity and construction of every provision hereof shall be subject to
and construed according to the laws of said Commonwealth.

Section 11.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the
same instrument, which shall be sufficiently evidenced by any such
original counterpart.

Section 11.4. Reliance by Third Parties. Any certificate executed
by an individual who, according to the records of the Trust, appears to
be a Trustee hereunder, certifying to: (a) the number or identity of
Trustees or Shareholders, (b) the due authorization of the execution of
any instrument or writing, (c) the form of any vote passed at a meeting
of Trustees or Shareholders, (d) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-
Laws adopted by or the identity of any officers elected by the Trustees,
or (f) the existence of any fact or facts which in any manner relate to
the affairs of the Trust, shall be conclusive evidence as to the matters
so certified in favor of any Person dealing with the Trustees and their
successors.

Section 11.5. Provisions in Conflict with Law or Regulations.

(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any
of such provisions is in conflict with requirements of the 1940 Act,
would be inconsistent with any of the conditions necessary for
qualification of the Trust as a regulated investment company under
the United States Internal Revenue Code or is inconsistent with other
applicable laws and regulations, such provision shall be deemed never
to have constituted a part of this Declaration, provided that such
determination shall not affect any of the remaining provisions of
this Declaration or render invalid or improper any action taken or
omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any
other jurisdiction or any other provision of this Declaration in any
jurisdiction.

Section 11.6. Section Headings; Interpretation. Section headings
in this Declaration are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof. References in this
Declaration to "this Declaration" shall be deemed to refer to this
Declaration as from time to time amended, and all expressions such as
"hereof," "herein" and "hereunder" shall be deemed to refer to this
Declaration and not exclusively to the article or section in which such
words appear. The words "he," "his" and "him" shall be deemed to include
the feminine and neuter, as well as the masculine gender.

Section 11.7. Action by the Board. Any action which may be taken
by the Board of Trustees under this Declaration of Trust or its By-Laws
may be taken by the description thereof in the then effective Prospectus
and/or Statement of Additional Information relating to the Shares under
the Securities Act of 1933 or in any proxy statement of the Trust rather
than by formal resolution of the Board.

Section 11.8. Use of the Name "Oppenheimer". The name "Oppenheimer"
included in the name of the Trust and of any Series or Class shall be used
pursuant to a royalty-free, non-exclusive license from Oppenheimer
Management Corporation ("OMC"), incidental to and as part of an advisory,
management or supervisory contract which may be entered into by the Trust
with OMC. The license may be terminated by OMC upon termination of such
advisory, management or supervisory contract or without cause upon 60
days' written notice, in which case neither the Trust nor any Series or
Class shall have any further right to use the name "Oppenheimer" in its
name or otherwise and the Trust, the Shareholders and its officers and
Trustees shall promptly take whatever action may be necessary to change
its name and the names of any Series or Classes accordingly.

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this instrument as
of the 26th day of June, 1995.

/s/ Robert G. Avis /s/ Charles Conrad, Jr.
- ------------------------------- -----------------------------------
Robert G. Avis, Trustee Charles Conrad, Jr., Trustee
One North Jefferson Avenue 19411 Merion Court
St. Louis, Missouri 63103 Huntington Beach, California 92648

/s/ William A. Baker /s/ Robert M. Kirchner
- ------------------------------- -----------------------------------
William A. Baker, Trustee Robert M. Kirchner, Trustee
197 Desert Lakes Drive 2800 S. University Boulevard
Palm Springs, California 92264 Denver, Colorado 80210

/s/ Ned M. Steel /s/ C. Howard Kast
- ------------------------------- -----------------------------------
Ned M. Steel, Trustee C. Howard Kast, Trustee
3236 S. Steele Street 2552 East Alameda
Denver, Colorado Denver, Colorado 80209

/s/ Raymond J. Kalinowski /s/ Jon s. Fossel
- ------------------------------- -----------------------------------
Raymond J. Kalinowski, Trustee Jon S. Fossel, Trustee
44 Portland Drive Box 44 - Mead Street
St. Louis, Missouri Waccabuc, New York 10597

/s/ James C. Swain
- -------------------------------
James C. Swain, Trustee
23554 Wayne's Way
Golden, California 80401

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made the 10th day of July, 1995, by and between OPPENHEIMER
INTEGRITY FUNDS (the "Trust") and OPPENHEIMER MANAGEMENT CORPORATION
(hereinafter referred to as "OMC").

WHEREAS, the Trust is an open-end, diversified series management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is an investment adviser
registered as such with the Commission under the Investment Advisers Act
of 1940; and

WHEREAS, OPPENHEIMER BOND FUND (the "Fund") is a series of the Trust
having a separate portfolio, investment policies and investment
restrictions;

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:

1. General Provision.

(a) The Trust hereby employs OMC and OMC hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such
other duties and functions as are hereinafter set forth. OMC shall, in
all matters, give to the Fund and the Trust's Board of Trustees the
benefit of its best judgment, effort, advice and recommendations and
shall, at all times conform to, and use its best efforts to enable the
Fund to conform to (i) the provisions of the Investment Company Act and
any rules or regulations thereunder; (ii) any other applicable provisions
of state or federal law; (iii) the provisions of the Declaration of Trust
and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such
policies may, from time to time, be amended by the Fund's shareholders;
and (vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time. The appropriate officers and employees
of OMC shall be available upon reasonable notice for consultation with any
of the Trustees and officers of the Trust with respect to any matters
dealing with the business and affairs of the Trust including the valuation
of portfolio securities of the Fund which are either not registered for
public sale or not traded on any securities market.

(b) At its option, OMC may appoint a sub-adviser (which may be
affiliated with OMC) to perform all or such responsibilities of OMC under
this Agreement as shall be delegated by OMC to such subadviser provided,
however, that the appointment of any subadviser and the assumption by such
subadviser of any responsibilities of OMC shall be subject to the approval
of the Board of Trustees of the Trust, including the vote of the majority
of the Trustees of the Trust who are not parties to this Agreement or
"interested persons" (as defined in the Investment Company Act) ofany such
person, cast in person at a meeting called for the purpose of voting on
such approval, and, to the extent necessary, the shareholders of the Fund.
OMC agrees to give the Trust prompt written notice of the termination of,
or any notice to terminate, any subadviser agreement.

2. Investment Management.

(a) OMC shall, subject to the direction and control by the Trust's
Board of Trustees, (i) supervise and monitor continuously the investment
program of the Fund and the composition of its portfolio and determine
what securities shall be purchased or sold by the Fund; (ii) subject to
subsection (i) hereof, regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; and (iii) arrange,
subject to the provisions of paragraph 7 hereof, for the purchase of
securities and other investments for the Fund and the sale of securities
and other investments held in the Fund's portfolio.

(b) Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph 7 hereof, OMC may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.

(c) Provided that nothing herein shall be deemed to protect OMC from
willful misfeasance, bad faith or gross negligence in the performance of
its duties, or reckless disregard of its obligations and duties under this
Agreement, OMC shall not be liable for any loss sustained by reason of
good faith errors or omissions in connection with any matters to which
this Agreement relates.

(d) Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers, stockholders or employees from buying, selling or
trading any securities for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities
will not adversely affect or otherwise impair the performance by OMC of
its duties and obligations under this Agreement.

3. Other Duties of OMC.

OMC shall, at its own expense, provide and supervise the activities
of all administrative and clerical personnel as shall be required to
provide effective corporate administration for the Fund, including the
compilation and maintenance of such records with respect to its operations
as may reasonably be required; the preparation and filing of such reports
with respect thereto as shall be required by the Commission; composition
of periodic reports with respect to operations of the Fund for its
shareholders; composition of proxy materials for meetings of the Fund's
shareholders; and the composition of such registration statements as may
be required by federal and state securities laws for continuous public
sale of shares of the Fund. OMC shall, at its own cost and expense, also
provide the Trust with adequate office space, facilities and equipment.
OMC shall, at its own expense, provide such officers for the Trust as the
Trust's Board may request.

4. Allocation of Expenses.

All other costs and expenses of the Fund not expressly assumed by OMC
under this Agreement, by a sub-adviser under any Sub-Advisory Agreement
or to be paid by the Distributor of the shares of the Fund, shall be paid
by the Trust, including, but not limited to: (i) interest and taxes; (ii)
brokerage commissions; (iii) insurance premiums for fidelity and other
coverage requisite to its operations; (iv) compensation and expenses of
the Trust's trustees other than those affiliated with OMC; (v) legal and
audit expenses; (vi) custodian and transfer agent fees and expenses; (vii)
expenses incident to the redemption of its shares; (viii) expenses
incident to the issuance of its shares against payment therefor by or on
behalf of the subscribers thereto; (ix) fees and expenses, other than as
hereinabove provided, incident to the registration under federal and state
"blue sky" securities laws of shares of the Fund for public sale; (x)
expenses of printing and mailing reports, notices and proxy materials to
shareholders of the Fund; (xi) except as noted above, all other expenses
incidental to holding meetings of the Fund's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including litigation,
affecting the Fund and any legal obligation which the Trust may have (on
behalf of the Fund) to indemnify its officers and trustees with respect
thereto. Any officers or employees of OMC or any entity controlling,
controlled by or under common control with OMC who may also serve as
officers, trustees or employees of the Fund shall not receive any
compensation from the Fund for their services. The expenses with respect
to any two or more series of the Trust shall be allocated in proportion
to the net assets of the respective series except where allocations of
direct expenses can be made.

5. Compensation of OMC.

The Trust agrees to pay OMC and OMC agrees to accept as full
compensation for the performance of all functions and duties on its part
to be performed pursuant to the provisions hereof, a fee computed on the
aggregate net asset value of the Fund as of the close of each business day
and payable monthly at the following annual rate:

.75% of the first $200 million of average annual net assets;
.72% of the next $200 million;
.69% of the next $200 million;
.66% of the next $200 million;
.60% of the next $200 million; and
.50% of average annual net assets in excess of $1 billion.

6. Use of Name "Oppenheimer."

OMC hereby grants to the Trust a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Trust and the Fund for
the duration of this Agreement and any extensions or renewals thereof.

To the extent necessary to protect OMC's rights to the name
"Oppenheimer" under applicable law, such license shall allow OMC to
inspect and, subject to control by the Trust's Board, control the nature
and quality of services offered by the Fund under such name. Such license
may, upon termination of this Agreement, be terminated by OMC, in which
event the Trust shall promptly take whatever action may be necessary to
change its name and the name of the Fund and discontinue any further use
of the name "Oppenheimer" in the name of the Trust and the Fund or
otherwise. The name "Oppenheimer" may be used by OMC in connection with
any of its activities, or licensed by OMC to any other party.

7. Portfolio Transactions and Brokerage.

(a) OMC is authorized, in arranging the purchase and sale of the
Fund's portfolio securities, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers (hereinafter
"broker-dealers"), including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act), as may, in its best judgment,
implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" (prompt and reliable execution at the most favorable
security price obtainable) of the Fund's portfolio transactions as well
as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as
will be of significant assistance to the performance by OMC of its
investment management functions.

(b) OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The abilities
of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all relevant factors
and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and
willingness of the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account; the importance
to the Fund of speed, efficiency or confidentiality; the broker-dealer's
apparent familiarity with sources from or to whom particular securities
might be purchased or sold; as well as any other matters relevant to the
selection of a broker-dealer for particular and related transactions of
the Fund.

(c) OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers,
other than affiliated broker-dealers, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 28(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC or its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Fund to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if OMC determines, in
good faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of OMC or its affiliates with respect to the accounts as
to which they exercise investment discretion. In reaching such
determination, OMC will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided
or being provided by such broker-dealer. In demonstrating that such
determinations were made in good faith, OMC shall be prepared to show that
all commissions were allocated for purposes contemplated by this Agreement
and that the total commissions paid by the Fund over a representative
period selected by the Trustees were reasonable in relation to the
benefits to the Fund.

(d) OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of the Board of Trustees and the provisions of this
paragraph 7.

(e) The Trust recognizes that an affiliated broker-dealer: (i) may
act as one of the Fund's regular brokers for the Fund so long as it is
lawful for it so to act; (ii) may be a major recipient of brokerage
commissions paid by the brokerage commissions paid by the Fund; and (iii)
may effect portfolio transactions for the Fund only if the commissions,
fees or other remuneration received or to be received by it are determined
in accordance with procedures contemplated by any rule, regulation or
order adopted under the Investment Company Act for determining the
permissible level of such commissions.

(f) Subject to the foregoing provisions of this paragraph "7," OMC
may also consider sales of shares of the Fund and the other funds managed
by the Manager and its affiliates as a factor in the selection of broker-
dealers for its portfolio transactions.

8. Duration.

This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement
shall remain in effect until December 31, 1992, and thereafter will
continue in effect from year to year, so long as such continuance shall
be approved at least annually by the Trust's Board of Trustees, including
the vote of the majority of the trustees of the Trust who are not parties
to this Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the holders of a "majority" (as
defined in the Investment Company Act) of the outstanding voting
securities of the Fund and by such a vote of the Trust's Board of
Trustees.

9. Termination.

This Agreement may be terminated (i) by OMC at any time without
penalty upon sixty days' written notice to the Trust (which notice may be
waived by the Trust); or (ii) by the Trust at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Trust shall be directed or approved
by the vote of a majority of all of the Trustees of the Trust then in
office or by the vote of the holders of a "majority" of the outstanding
voting securities of the Fund (as defined in the Investment Company Act).

10. Assignment or Amendment.

This Agreement may not be amended or the rights of OMC hereunder
sold, transferred, pledged or otherwise in any manner encumbered without
the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Fund. This Agreement shall
automatically and immediately terminate in the event of its "assignment"
(as defined in the Investment Company Act).

11. Disclaimer of Shareholder or Trustee Liability.

OMC understands and agrees that the obligations of the Trust or the
Fund under this Agreement are not binding upon any trustee or shareholder
of the Trust or the Fund personally, but bind only the Trust and the
Trust's property. OMC represents that it has notice of the provisions of
the Declaration of Trust of the Trust disclaiming shareholder or trustee
liability for acts or obligations of the Trust.

12. Definitions. The terms and provisions of the Agreement shall be
interpreted and defined in a manner consistent with the provisions and
definitions contained in the Investment Company Act.

OPPENHEIMER INTEGRITY FUNDS
on behalf of
OPPENHEIMER BOND FUND
Attest:

/s/ Mitchell J. Lindauer By: /s/ Andrew J. Donohue
- ------------------------- -----------------------------------
Mitchell J. Lindauer Andrew J. Donohue
Vice President

OPPENHEIMER MANAGEMENT CORPORATION
Attest:

/s/ Mitchell J. Lindauer By: /s/ Robert G. Zack
- ------------------------- -----------------------------------
Mitchell J. Lindauer Robert G. Zack
Senior Vice President

ADVISORY/285ADV

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

FOR CLASS B SHARES OF

OPPENHEIMER BOND FUND

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 10th
day of July, 1995, by and between OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the
"Distributor") and OPPENHEIMER INTEGRITY FUNDS (the "Trust") for Class
B shares of OPPENHEIMER BOND FUND (the "Fund").

1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act"), pursuant to which the Fund will compensate the Distributor for its
services in connection with the distribution of Shares, and the personal
service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall have
the following meanings:

(a) "Recipient" shall mean any broker, dealer, bank or other person
or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by
the Distributor to receive payments under the Plan. Notwithstanding
the foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940
Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this Plan
(the "Independent Trustees") may remove any broker, dealer, bank or

other person or entity as a Recipient, whereupon such person's or
entity's rights as a third-party beneficiary hereof shall terminate.

(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the dealer
of record on the Fund's books as determined by the Distributor shall
be deemed the Recipient as to such Shares for purposes of this Plan.

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset-Based Sales
Charge") outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such
Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing distribution
assistance in connection with the sales of Shares.

The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in the establishment and maintenance of accounts
or sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend payment
options available, and providing such other information and services
in connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may
reasonably request.

The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and Recipients may include,
but shall not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to current
holders of the Fund's Shares ("Shareholders"), and providing such
other information and services in connection with the distribution
of Shares as the Distributor or the Fund may reasonably request.

It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it
to payments under the Plan. In the event that either the Distributor
or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale of
Shares or administrative support services for Accounts, then the
Distributor, at the request of the Board, shall require the Recipient
to provide a written report or other information to verify that said
Recipient is providing appropriate distribution assistance and/or
services in this regard. If the Distributor or the Board of Trustees
still is not satisfied, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon
such Recipient's rights as a third-party beneficiary hereunder shall
terminate.

(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by
the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.

Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed (i) 0.25% of the average
during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of business on the day such Shares
are sold, constituting Qualified Holdings sold by the Recipient
during that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate
net asset value of Shares computed as of the close of each business
day, constituting Qualified Holdings owned beneficially or of record
by the Recipient or by its Customers for a period of more than one
(1) year, subject to reduction or chargeback so that the Advance
Service Fee Payments do not exceed the limits on payments to
Recipients that are, or may be, imposed by Article III, Section 26,
of the NASD Rules of Fair Practice. In the event Shares are redeemed
less than one year after the date such Shares were sold, the
Recipient is obligated and will repay to the Distributor on demand
a pro rata portion of such Advance Service Fee Payments, based on the
ratio of the time such shares were held to one (1) year.

The Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made more
often than quarterly, and sooner than the end of the calendar
quarter. However, no such payments shall be made to any Recipient
for any such quarter in which its Qualified Holdings do not equal
or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a
majority of the Independent Trustees.

A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rate set forth above, and/or direct the Distributor to increase or
decrease the Maximum Holding Period, the Minimum Holding Period or
the Minimum Qualified Holdings. The Distributor shall notify all
Recipients of the Minimum Qualified Holdings, Maximum Holding Period
and Minimum Holding Period, if any, and the rate of payments
hereunder applicable to Recipients, and shall provide each Recipient
with written notice within thirty (30) days after any change in these
provisions. Inclusion of such provisions or a change in such
provisions in a revised current prospectus shall constitute
sufficient notice. The Distributor may make Plan payments to any
"affiliated person" (as defined in the 1940 Act) of the Distributor
if such affiliated person qualifies as a Recipient.

(c) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination of such amounts under the limits
to which the Distributor is, or may become, subject under Article
III, Section 26, of the NASD Rules of Fair Practice. The
distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying sales
commissions to any broker, dealer, bank or other person or entity
that sells Shares, and\or paying such persons Advance Service Fee
Payments in advance of, and\or greater than, the amount provided for
in Section 3(b) of this Agreement; (ii) paying compensation to and
expenses of personnel of the Distributor who support distribution of
Shares by Recipients; (iii) obtaining financing or providing such
financing from its own resources, or from an affiliate, for the
interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and
administrative support services to the Fund; (iv) paying other direct
distribution costs, including without limitation the costs of sales
literature, advertising and prospectuses (other than those furnished
to current Shareholders) and state "blue sky" registration expenses;
and (v) providing any service rendered by the Distributor that a
Recipient may render pursuant to part (a) of this Section 3. Such
services include distribution assistance and administrative support
services rendered in connection with Shares acquired by the Fund (i)
by purchase, (ii) in exchange for shares of another investment
company for which the Distributor serves as distributor or sub-
distributor, or (ii) pursuant to a plan of reorganization to which
the Fund is a party. In the event that the Board should have reason
to believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at the
request of the Board, shall provide the Board with a written report
or other information to verify that the Distributor is providing
appropriate services in this regard.

(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC),
from its own resources, from Asset-Based Sales Charge payments or
from its borrowings.

(e) Notwithstanding any other provision of this Plan, this Plan does
not obligate or in any way make the Fund liable to make any payment
whatsoever to any person or entity other than directly to the
Distributor. In no event shall the amounts to be paid to the
Distributor exceed the rate of fees to be paid by the Fund to the
Distributor set forth in paragraph (a) of this section 3.

4. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.

5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly and shall
state whether all provisions of Section 3 of this Plan have been complied
with.

6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.

7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on April 18, 1995, for the purpose of voting
on this Plan, and shall take effect on the date that the Fund's
Registration Statement is declared effective by the Securities and
Exchange Commission. Unless terminated as hereinafter provided, it shall
continue in effect until October 31, 1995 and from year to year thereafter
or as the Board may otherwise determine only so long as such continuance
is specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance. This Plan may not be amended to increase
materially the amount of payments to be made without approval of the Class
B Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of the
Independent Trustees or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor shall be
entitled to payment from the Fund of the Service Fee and/or the Asset-
Based Sales Charge in respect of Shares sold prior to the effective date
of such termination.

8. Disclaimer of Shareholder Liability. The Distributor understands
that the obligations of the Fund under this Plan are not binding upon any
Trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Distributor represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
and Trustee liability for acts or obligations of the Fund.

OPPENHEIMER INTEGRITY FUNDS on behalf of
OPPENHEIMER BOND FUND

By: /s/ Andrew J. Donohue
----------------------------------------
Andrew J. Donohue, Vice President

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

By: /s/ Katherine P. Feld
----------------------------------------
Katherine P. Feld
Vice President and Secretary

OFMI/285B.2

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

FOR CLASS C SHARES OF

OPPENHEIMER BOND FUND

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 10th
day of July, 1995, by and between OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the
"Distributor")and OPPENHEIMER INTEGRITY FUNDS (the "Trust") for Class C
shares of OPPENHEIMER BOND FUND (the "Fund") and .

1. The Plan. This Plan is the Fund's written distribution plan for
Class C shares of the Fund (the "Shares"), contemplated by Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which the Fund will compensate the Distributor for a portion
of its costs incurred in connection with the distribution of Shares, and
the personal service and maintenance of shareholder accounts that hold
Shares ("Accounts"). The Fund may act as distributor of securities of
which it is the issuer, pursuant to the Rule, according to the terms of
this Plan. The Distributor is authorized under the Plan to pay
"Recipients," as hereinafter defined, for rendering (1) distribution
assistance in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are intended
to have certain rights as third-party beneficiaries under this Plan. The
terms and provisions of this Plan shall be interpreted and defined in a
manner consistent with the provisions and definitions contained in (i) the
1940 Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc., or
its successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall have
the following meanings:

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, within forty-
five (45) days of the end of each calendar quarter, in the aggregate
amount (i) of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) 0.1875% (0.75% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Asset
Based Sales Charge"). Such Service Fee payments received from the
Fund will compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such Asset
Based Sales Charge payments received from the Fund will compensate
the Distributor and Recipients for providing distribution assistance
in connection with the sale of Shares.

The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning the
Fund, assisting in establishing and maintaining accounts or sub-
accounts in the Fund and processing Share redemption transactions,
making the Fund's investment plans and dividend payment options
available, and providing such other information and services in
connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may
reasonably request.

The distribution assistance in connection with the sale of Shares to
be rendered by Recipients may include, but shall not be limited to,
the following: distributing sales literature and prospectuses other
than those furnished to current holders of the Fund's Shares
("Shareholders"), and providing such other information and services
in connection with the distribution of Shares as the Distributor or
the Fund may reasonably request.

It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it
to payments under the Plan. In the event that either the Distributor
or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale of
Shares or administrative support services for the Accounts, then the
Distributor, at the request of the Board, shall require the Recipient
to provide a written report or other information to verify that said
Recipient is providing appropriate distribution assistance and/or
services in this regard. If the Distributor or the Board of Trustees
still is not satisfied, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon
such Recipient's rights as a third-party beneficiary hereunder shall
terminate.

(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of Shares, computed as of the close of each business day
constituting Qualified Holdings owned beneficially or of record by
the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.

Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by
its Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value
of Shares computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient
or by its Customers for a period of more than one (1) year, subject
to reduction or chargeback so that the Advance Service Fee Payments
do not exceed the limits on payments to Recipients that are, or may
be, imposed by Article III, Section 26, of the NASD Rules of Fair
Practice. In the event Shares are redeemed less than one year after
the date such Shares were sold, the Recipient is obligated and will
repay to the Distributor on demand a pro rata portion of such Advance
Service Fee Payments, based on the ratio of the time such shares were
held to one (1) year.

The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be made
more often than quarterly, and sooner than the end of the calendar
quarter. In addition, the Distributor shall make asset-based sales
charge payments to any Recipient quarterly, within forty-five (45)
days of the end of each calendar quarter, at a rate not to exceed
0.1875% (0.75% on an annual basis) of the average during the calendar
quarter of the aggregate net asset value of Shares computed as of the
close of each business day constituting Qualified Holdings owned
beneficially or of record by the Recipient or its Customers for a
period of more than one (1) year. However, no such service fee or
asset-based sales charge payments (collectively, the "Recipient
Payments") shall be made to any Recipient for any such quarter in
which its Qualified Holdings do not equal or exceed, at the end of
such quarter, the minimum amount ("Minimum Qualified Holdings"), if
any, to be set from time to time by a majority of the Independent
Trustees.

A majority of the Independent Trustees may at any time or from time
to time decrease and thereafter adjust the rate of fees to be paid
to the Distributor or to any Recipient, but not to exceed the rates
set forth above, and/or direct the Distributor to increase or
decrease the Minimum Holding Period or the Minimum Qualified
Holdings. The Distributor shall notify all Recipients of the Minimum
Qualified Holdings or Minimum Holding Period, if any, and the rates
of Recipient Payments hereunder applicable to Recipients, and shall
provide each Recipient with written notice within thirty (30) days
after any change in these provisions. Inclusion of such provisions
or a change in such provisions in a revised current prospectus shall
constitute sufficient notice. The Distributor may make Plan payments
to any "affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.

(c) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination of such amounts under the limits
to which the Distributor is, or may become, subject under Article
III, Section 26, of the NASD Rules of Fair Practice. The
distribution assistance and administrative support services in
connection with the sale of Shares to be rendered by the Distributor
may include, but shall not be limited to, the following: (i) paying
sales commissions to any broker, dealer, bank or other person or
entity that sell Shares, and\or paying such persons Advance Service
Fee Payments in advance of, and\or greater than, the amount provided
for in Section 3(b) of this Agreement; (ii) paying compensation to
and expenses of personnel of the Distributor who support distribution
of Shares by Recipients; (iii) obtaining financing or providing such
financing from its own resources, or from an affiliate, for the
interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and
administrative support services to the Fund; (iv) paying other direct
distribution costs of the type approved by the Board, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) providing any service
rendered by the Distributor that a Recipient may render pursuant to
part (a) of this Section 3. Such services include distribution
assistance and administrative support services rendered in connection
with Shares acquired (i) by purchase, (ii) in exchange for shares of
another investment company for which the Distributor serves as
distributor or sub-distributor, or (iii) pursuant to a plan of
reorganization to which the Fund is a party. In the event that the
Board should have reason to believe that the Distributor may not be
rendering appropriate distribution assistance or administrative
support services in connection with the sale of Shares, then the
Distributor, at the request of the Board, shall provide the Board
with a written report or other information to verify that the
Distributor is providing appropriate services in this regard.

(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC),
from its own resources, from Asset Based Sales Charge payments or
from its borrowings.

5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of Shares,
the amount of all payments made and the purpose for which the payments
were made. The reports shall be provided quarterly and shall state
whether all provisions of Section 3 of this Plan have been complied with.

7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on April 18, 1995 for the purpose of voting
on this Plan, and takes effect as of the date first set forth above.
Unless terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the Board may
otherwise determine only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such continuance. This Plan may not be amended to increase materially the
amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of the
Independent Trustees or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor is entitled
to payment from the Fund of all or a portion of the Service Fee and/or the
Asset-Based Sales Charge in respect of Shares sold prior to the effective
date of such termination.

8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.

OPPENHEIMER INTEGRITY FUNDS on behalf of
OPPENHEIMER BOND FUND

By: /s/ Andrew J. Donohue
---------------------------------------
Andrew J. Donohue, Vice President

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

By: /s/ Katherine P. Feld
--------------------------------------
Katherine P. Feld
Vice President and Secretary

OFMI/285C

Oppenheimer Investment Grade Bond Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule

The Fund's average annual total returns and total returns are calculated
as described below, on the basis of the Fund's distributions, for the
past 10 years which are as follows:

Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price

Class A Shares
06/30/88 0.2600 0.0000 10.360
09/30/88 0.2400 0.0000 10.370
12/30/88 0.2500 0.0000 10.110
03/31/89 0.2500 0.0000 10.020
06/30/89 0.2400 0.0000 10.450
09/29/89 0.2300 0.0000 10.360
12/29/89 0.2200 0.0000 10.290
01/31/90 0.0800 0.0000 10.120
02/28/90 0.0800 0.0000 9.930
03/30/90 0.0800 0.0000 9.930
04/30/90 0.0700 0.0000 9.840
05/31/90 0.0700 0.0000 10.060
06/29/90 0.0700 0.0000 9.960
07/31/90 0.0750 0.0000 9.900
08/31/90 0.0750 0.0000 9.810
09/28/90 0.0750 0.0000 9.690
10/31/90 0.0700 0.0000 9.790
11/30/90 0.0750 0.0000 9.930
12/31/90 0.0640 0.0000 9.780
01/31/91 0.0650 0.0000 10.030
02/28/91 0.0650 0.0000 9.970
04/03/91 0.0650 0.0000 9.980
05/01/91 0.0650 0.0000 10.040
05/29/91 0.0650 0.0000 10.030
06/26/91 0.0650 0.0000 9.930
07/24/91 0.0620 0.0000 9.980
08/21/91 0.0650 0.0000 10.250
09/18/91 0.0650 0.0000 10.290
10/16/91 0.0600 0.0000 10.370
11/20/91 0.0650 0.0000 10.470
12/18/91 0.0760 0.0000 10.550
01/15/92 0.0600 0.0000 10.670
02/19/92 0.0650 0.0000 10.470
03/18/92 0.0650 0.0000 10.380
04/15/92 0.0610 0.0000 10.530
05/20/92 0.0650 0.0000 10.610
06/17/92 0.0620 0.0000 10.600
07/15/92 0.0600 0.0000 10.800
08/19/92 0.0600 0.0000 10.990
09/16/92 0.0600 0.0000 11.050
10/21/92 0.0600 0.0000 10.830
11/18/92 0.0600 0.0000 10.790

Oppenheimer Investment Grade Bond Fund
Page 2
July 10, 1995

Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price

Class A Shares
12/16/92 0.0850 0.0000 10.730
01/20/93 0.0500 0.0000 10.790
02/17/93 0.0600 0.0000 10.990
03/17/93 0.0600 0.0000 11.060
04/21/93 0.0600 0.0000 11.160
05/19/93 0.0600 0.0000 11.050
06/16/93 0.0560 0.0000 11.110
07/29/93 0.0810 0.0000 11.180
08/30/93 0.0590 0.0000 11.350
09/30/93 0.0530 0.0000 11.350
10/29/93 0.0565332 0.0000 11.340
11/30/93 0.0574140 0.0000 11.130
12/31/93 0.0538857 0.0000 11.120
12/31/94 0.0525032 0.0000 11.210
02/28/94 0.0504297 0.0000 10.920
03/31/94 0.0589669 0.0000 10.610
04/29/94 0.0472313 0.0000 10.450
05/31/94 0.0510183 0.0000 10.390
06/30/94 0.0531201 0.0000 10.310
07/29/94 0.0562604 0.0000 10.430
08/31/94 0.0552602 0.0000 10.390
09/30/94 0.0569318 0.0000 10.190
10/31/94 0.0519490 0.0000 10.110
11/30/94 0.0551407 0.0000 10.040
12/30/94 0.0956482 0.0000 10.010

Class B Shares
05/19/93 0.0540 0.0000 11.050
06/16/93 0.0490 0.0000 11.100
07/29/93 0.0740 0.0000 11.180
08/30/93 0.0520 0.0000 11.350
09/30/93 0.0460 0.0000 11.340
10/29/93 0.0489813 0.0000 11.330
11/30/93 0.0493279 0.0000 11.120
12/31/93 0.0466107 0.0000 11.110
01/31/94 0.0460055 0.0000 11.200
02/28/94 0.0434651 0.0000 10.910
03/31/94 0.0480784 0.0000 10.600
04/29/94 0.0410750 0.0000 10.450
05/31/94 0.0448825 0.0000 10.390
06/30/94 0.0466505 0.0000 10.310
07/29/94 0.0495636 0.0000 10.430
08/31/94 0.0487199 0.0000 10.390
09/30/94 0.0500287 0.0000 10.190
10/31/94 0.0461829 0.0000 10.110
11/30/94 0.0486446 0.0000 10.040
12/30/94 0.0891509 0.0000 10.010

Oppenheimer Investment Grade Bond Fund
Page 3
July 10, 1995

1. Average Annual Total Returns for the Periods Ended 12/31/94:

The formula for calculating average annual total return is as follows:

1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P

Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000

Class A Shares

Examples, assuming a maximum sales charge of 4.75%:

One Year Five Year

$ 915.68 1 $1,336.06 .2
(---------) - 1 = -8.43% (---------) - 1 = 5.97%
$1,000 $1,000

Inception

$1,553.78 .1490
(---------) - 1 = 6.79%
$1,000

Class B Shares

Examples, assuming a maximum contingent deferred sales charge of 5.00% for
the first
year, and 4.00% for the second year:

One Year Inception

$ 909.67 1 $ 955.94 .6
(---------) - 1 = -9.03% (---------) - 1 = -2.67%
$1,000 $1,000

Examples at NAV:

Class A Shares

One Year Five Year

$ 961.34 1 $1,402.69 .2
(---------) - 1 = -3.87% (---------) - 1 = 7.00%
$1,000 $1,000

Inception

$1,631.26 .1490
(---------) - 1 = 7.56%
$1,000

Oppenheimer Investment Grade Bond Fund
Page 4
July 10, 1995

1. Average Annual Total Returns for the Periods Ended 12/31/94 (Continued):

Examples at NAV:

Class B Shares

One Year Inception

$ 954.72 1 $ 992.02 .6
(---------) - 1 = -4.53% (---------) - 1 = -0.48%
$1,000 $1,000

2. Cumulative Total Returns for the Periods Ended 12/31/94:

The formula for calculating cumulative total return is as follows:

(ERV - P) / P = Cumulative Total Return

Class A Shares

Examples, assuming a maximum sales charge of 4.75%:

One Year Five Year

$ 915.68 - $1,000 $1,336.06 - $1,000
------------------ = -8.43% ------------------ = 33.61%
$1,000 $1,000

Inception

$1,553.78 - $1,000
------------------ = 55.38%
$1,000

Class B Shares

Examples, assuming a maximum contingent deferred sales charge of 5.00% for
the first
year, and 4.00% for the second year:

One Year Inception

$ 909.67 - $1,000 $ 955.94 - $1,000
------------------ = -9.03% ------------------ = -4.41%
$1,000 $1,000

Oppenheimer Investment Grade Bond Fund
Page 5
July 10, 1995

2. Cumulative Total Returns for the Periods Ended 12/31/94 (Continued):

Examples at NAV:

Class A Shares

One Year Five Year

$ 961.34 - $1,000 $1,402.69 - $1,000
------------------ = -3.87% ------------------ = 40.27%
$1,000 $1,000

Inception

$1,631.26 - $1,000
------------------ = 63.13%
$1,000

Class B Shares

One Year Inception

$ 954.72 - $1,000 $ 992.02 - $1,000
------------------ = -4.53% ------------------ = -0.80%
$1,000 $1,000

Oppenheimer Invetment Grade Bond Fund
Page 6
July 10, 1995

3. Standardized Yield for the 30-Day Period Ended 12/31/94:

The Fund's standardized yields are calculated using the following formula
set
forth in the SEC rules:

a - b 6
Yield = 2 { (-------- + 1 ) - 1 }
cd or ce

The symbols above represent the following factors:

a = Dividends and interest earned during the 30-day period.
b = Expenses accrued for the period (net of any expense
reimbursements).
c = The average daily number of Fund shares outstanding during
the 30-day period that were entitled to receive dividends.
d = The Fund's maximum offering price (including sales charge)
per share on the last day of the period.
e = The Fund's net asset value (excluding contingent deferred
sales charge) per share on the last day of the period.

Class A Shares

Example, assuming a maximum sales charge of 4.75%:

$636,209.05 - $74,734.78 6
2{(------------------------ + 1) - 1} = 6.76%
9,611,752 x $10.51

Class B Shares

Example at NAV:

$ 22,297.63 - $ 4,722.90 6
2{(------------------------ + 1) - 1} = 6.34%
336,762 x $10.01

Oppenheimer Investment Grade Bond Fund
Page 7
July 10, 1995

4. DIVIDEND YIELDS FOR THE 30-DAY PERIOD ENDED 12/31/94:

The Fund's dividend yields are calculated using the following formula:

Dividend Yield = { (a / 30) x 365 } / b or c

The symbols above represent the following factors:

a = The accrual dividend earned during the period.
b = The Fund's maximum offering price (including sales charge)
per share on the last day of the period.
c = The Fund's net asset value (excluding sales charge) per share
on the last day of the period.

Examples:

Class A Shares

Dividend Yield
at Maximum Offering ($.0937644/30 x 365)/$10.51 = 10.85%

Dividend Yield
at Net Asset Value ($.0937644/30 x 365)/$10.01 = 11.40%

Class B Shares

Dividend Yield
at Net Asset Value ($.0874729/30 x 365/$10.01 = 10.63%

4. TAX-EQUIVALENT YIELDS FOR THE 30-DAY PERIOD ENDED 12/31/94:

The Fund's tax-equivalent yields are calculated using the
following formula:

(a / ( 1 - c)) + b = Tax-Equivalent Yeild

The symbols above represent the following factors:

a = 30-day SEC yield of tax-exempt security positions in the portfolio.
b = 30-day SEC yield of taxable security positions in the portfolio.
c = Stated income tax rate for an individual in the 39.6% federal tax
bracket filing singly).

Examples:

Class A Shares
(0.0676 / ( 1 - .3960 ) ) + 0 = 11.19%

Class B Shares

(0.0634 / ( 1 - .3960 ) ) + 0 = 10.50%

Oppenheimer Value Stock Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule

The Fund's average annual total returns and total returns are calculated
as described below, on the basis of the Fund's distributions, for the
past 10 years which are as follows:

Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price

03/19/87 0.0900 0.0100 11.270
12/31/87 0.3138 0.1777 9.520
06/30/88 0.1800 0.0000 10.460
09/30/88 0.0700 0.0000 10.530
12/30/88 0.0806 0.1894 10.590
03/31/89 0.1000 0.0000 11.060
06/30/89 0.1200 0.0000 11.770
09/29/89 0.0900 0.0000 12.300
12/29/89 0.0993 0.2507 11.990
03/30/90 0.1000 0.0000 11.700
06/29/90 0.1000 0.0000 12.230
09/28/90 0.0900 0.0000 10.600
12/31/90 0.0964 0.1036 10.850
04/03/91 0.0900 0.0000 12.840
06/21/91 0.0800 0.0000 13.040
09/20/91 0.0800 0.0000 13.150
12/20/91 0.0840 0.3110 12.680
03/27/92 0.0800 0.0000 13.510
06/26/92 0.0800 0.0000 13.780
09/25/92 0.0800 0.0000 13.970
12/28/92 0.0820 0.3460 14.220
03/24/93 0.0700 0.0000 14.790
06/25/93 0.0700 0.0000 14.650
09/24/93 0.0700 0.0000 14.910
12/29/93 0.0780 0.7600 14.460
03/25/94 0.0660 0.0000 14.380
06/24/94 0.0600 0.0000 14.170
09/23/94 0.0700 0.0000 14.580
12/20/94 0.1240 0.3950 14.080

Class B Shares
06/25/93 0.0600 0.0000 14.630
09/24/93 0.0530 0.0000 14.870
12/29/93 0.0530 0.7600 14.400
03/25/94 0.0430 0.0000 14.320
06/24/94 0.0360 0.0000 14.100
09/23/94 0.0440 0.0000 14.510
12/20/94 0.0960 0.3950 14.020

Oppenheimer Value Stock Fund
Page 2
July 10, 1995

1. Average Annual Total Returns for the Periods Ended 12/31/94:

The formula for calculating average annual total return is as follows:

1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P

Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000

Class A Shares

Examples, assuming a maximum sales charge of 5.75%:

One Year Five Year

$ 973.43 1 $1,433.65 .2
(---------) - 1 = -2.66% (---------) - 1 = 7.47%
$1,000 $1,000

Inception

$2,006.80 .1246
(---------) - 1 = 9.07%
$1,000

Class B Shares

Example assuming a maximum contingent deferred sales charge of 5.00% for the
first
year, and 4.00% for the inception year:

One Year Inception

$ 975.93 1 $1,033.92 .6000
(---------) - 1 = -2.41% (---------) - 1 = 2.02%
$1,000 $1,000

Oppenheimer Value Stock Fund
Page 3
July 10, 1995

1. Average Annual Total Returns for the Periods Ended 12/31/94 (Continued):

Examples at NAV:

Class A Shares

One Year Five Year

$1,032.82 1 $1,521.12 .2
(---------) - 1 = 3.28% (---------) - 1 = 8.75%
$1,000 $1,000

Inception

$2,129.23 .1246
(---------) - 1 = 9.88%
$1,000

Class B Shares

One Year Inception

$1,025.02 1 $1,072.52 .6000
(---------) - 1 = 2.50% (---------) - 1 = 4.29%
$1,000 $1,000

2. Cumulative Total Returns for the Periods Ended 12/31/94:

The formula for calculating cumulative total return is as follows:

ERV - P
------- = Cumulative Total Return
P

Class A Shares

Examples, assuming a maximum sales charge of 5.75%:

One Year Five Year

$ 973.43 - $1,000 $1,433.65 - $1,000
------------------ = -2.66% ------------------ = 43.37%
$1,000 $1,000

Inception

$2,006.80 - $1,000
------------------ = 100.68%
$1,000

Oppenheimer Value Stock Fund
Page 4
July 10, 1995

2. Cumulative Total Returns for the Periods Ended 12/31/94 (Continued):

Class B Shares

Example assuming a maximum contingent deferred sales charge of 5.00% for the
first
year, and 4.00% for the inception year:

One Year Inception Year

$ 975.93 - $1,000 $1,033.92 - $1,000
------------------ = -2.41% ------------------ = 3.39%
$1,000 $1,000

Examples at NAV:

Class A Shares

One Year Five Year

$1,032.82 - $1,000 $1,521.12 - $1,000
------------------ = 3.28% ------------------ = 52.11%
$1,000 $1,000

Inception

$2,129.23 - $1,000
------------------ = 112.92%
$1,000

Class B Shares

One Year Inception Year

$1,025.02 - $1,000 $1,072.52 - $1,000
------------------ = 2.50% ------------------ = 7.25%
$1,000 $1,000