Katherine P. Feld [logo]
Vice President & OppenheimerFunds
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
Tel 212 323 0200
May 7, 1997
VIA EDGAR
SEC Filer Support
Mail Stop 0-7, Securities Operation Center
6432 General Green Way
Alexandria, VA 22312
Attn: Mr. Frank Donaty, Jr.
Re: Oppenheimer Integrity Funds
Reg. No. 2-76547, File No. 811-3420
To the Securities and Exchange Commission:
An electronic filing is hereby made on behalf of
Oppenheimer Integrity Funds (the "Fund"). The filing is made
pursuant to paragraph (b) of Rule 485 under the Securities Act of
1933 and shall be effective when filed, as designated on the facing
page of Form N-1A. The filing includes Post-Effective Amendment
No. 31 to the registration statement of the Fund together with the
representation of counsel required by that Rule.
The purpose of the Amendment is to amend the facing sheet
of the registration statement to register an additional 352,224
Class A shares of Oppenheimer Value Stock Fund, a series of
Oppenheimer Integrity Funds. Such shares were redeemed during the
fiscal year ended December 31, 1996, and had not been previously
used for reductions pursuant to paragraph (a) of Rule 24e-2 or
paragraph (c) of Rule 24f-2. The offering price of $21.53 was the
price in effect for Class A shares of Oppenheimer Value Stock Fund
at the close of business May 2, 1997.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc(w/attachment): Allan B. Adams, Esq.
Robert Bishop
Gloria LaFond
sec/285325.24e
<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. 31 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 / /
AMENDMENT NO. ___ / /
OPPENHEIMER INTEGRITY FUNDS
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
6801 South Tucson Way, Englewood, Colorado 80112
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
1-303-768-3200
- -------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on ________, 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, 1996 was filed on
February 27, 1997.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of
Oppenheimer Integrity Funds, an open-end management investment
company.
A. Title and amount of shares being registered (number of shares
or other units):
Additional 352,224 Class A shares of beneficial interest of
Oppenheimer Value Stock Fund.
B. Proposed aggregate offering price to the public of the shares
being registered:
$7,583,383 based upon the offering price of $21.53 per
Class A share of Oppenheimer Value Stock Fund at May 2,
1997(1).
_______________
(1)The calculation of the maximum aggregate offering price is made
pursuant to Rule 24e-2 of the Investment Company Act of 1940.
Oppenheimer Value Stock Fund. The total number of Class A
shares sold during the previous fiscal year ended December 31, 1996
was 1,459,943; 250,205 shares were reinvested dividends and
distributions. No redeemed or repurchased shares have been used
for reductions pursuant to paragraph (a) of Rule 24e-2 in any
previous filing of Post-Effective Amendments during the current
fiscal year; 2,062,372 shares were used for reductions pursuant to
paragraph (c) of Rule 24f-2. The amount of redeemed or repurchased
shares being used for such reduction in this amendment is 352,224.
<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 7th day of
May, 1997.
OPPENHEIMER INTEGRITY FUNDS
By: /s/ James C. Swain*
---------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ James C. Swain* Chairman of the
- ------------------ Board of Trustees May 7, 1997
James C. Swain
/s/ Bridget A. Macaskill* President May 7, 1997
- ------------------------
Bridget A. Macaskill
/s/ George C. Bowen* Chief Financial
- ------------------- and Accounting May 7, 1997
George C. Bowen Officer
/s/ Robert G. Avis* Trustee May 7, 1997
- ------------------
Robert G. Avis
/s/ William A. Baker* Trustee May 7, 1997
- --------------------
William A. Baker
/s/ Charles Conrad, Jr.* Trustee May 7, 1997
- -----------------------
Charles Conrad, Jr.
/s/ Sam Freedman* Trustee May 7, 1997
- ----------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee May 7, 1997
- -------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee May 7, 1997
- ------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee May 7, 1997
- ----------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee May 7, 1997
- ----------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
Katherine P. Feld [logo]
Vice President & OppenheimerFunds
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
Tel 212 323 0200
May 7, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Integrity Funds
Reg. No. 2-76547, File No. 811-3420
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the
Securities Act of 1933, and in connection with an Amendment on Form
N-1A which is Post-Effective Amendment No. 31 to the 1933 Act
Registration Statement of the above Fund, the undersigned counsel,
who prepared such Amendment, hereby represents to the Commission
for filing with such Amendment that said Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of said Rule 485.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
KPF/gl
sec/285325.24e
