OPPENHEIMER GOLD & SPECIAL MINERALS FUND
N-30D, 1995-03-09
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<PAGE>   1
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
Semiannual Report December 31, 1994     
                                            
[FIGURE NUMBER 1]
Photo of man sitting at side of swimming pool

                                                            "I need to 
                                                            diversify 
                                                            to get the
                                                            best overall 
                                                            performance 
                                                            from my 
                                                            investment 
                                                            portfolio."



[LOGO]           

<PAGE>   2

       NEWS

"THIS RELATIVELY STURDY VEHICLE 
IS STILL AN APPROPRIATE CHOICE 
FOR MORE CAUTIOUS GOLDBUGS."

      -Morningstar Mutual Funds
                       10/28/94

OUTPERFORMED AVERAGE
Cumulative Total Return for the
10-Year Period Ended 12/31/94:

Oppenheimer Gold & Special 
Minerals Fund(1)

209.86%  

Lipper Gold-Oriented Funds 
Average(2)

96.90%          


This Fund is for people who want a growth investment that is intended to help
offset some of the risks of the other investments in their portfolio.

HOW YOUR FUND IS MANAGED

Oppenheimer Gold & Special Minerals Fund invests in the stocks of companies
engaged in mining, processing, fabricating or distributing gold and other metals
or minerals. Investing in stocks of gold and other precious and strategic metals
producers can provide a hedge against inflation and declines in stock prices
that reflect a weakening U.S. dollar. So, as a Fund shareholder, you may benefit
from having a portion of your overall portfolio designed to offset the risks of
your other investments.

PERFORMANCE

Total return at net asset value for the 6 months ended 12/31/94 was 0.97%(3).

      The financial markets had a difficult year and, like many mutual funds,
your Fund felt the effects. While difficult years are hard to accept, they're an
inevitable part of investing. That's why keeping a long-term perspective is
crucial to getting the most from your investment and help-ing you through
short-term market fluctuations.

      Your Fund's average annual total returns at maximum offering price for the
1-, 5-, and 10-year periods ended 12/31/94 were -11.37%, -1.08% and 11.97%,
respectively(4).

OUTLOOK 

"We believe we're in a favorable environment for this Fund--there's concern
about rising inflation, but no signs of runaway inflation. We manage the
portfolio for moderate moves in inflation and gold prices, focusing on companies
with strong cash flows and proven explo-ration and production capabilities. In
periods like the one we're in today--and should be in for some time--this Fund
should outperform funds that focus on the stocks of more speculative companies
whose operating results are more leveraged to the gold price."


                                                     Jim Ayer, Portfolio Manager
                                                               December 31, 1994


1. Based on total return for the period shown, after deducting the current
maximum sales charge of 5.75%.

2. Source: Lipper Analytical Services, an independent mutual fund monitoring
service. The Lipper total return average for the 10-year period was for 13
gold-oriented funds. The average is shown for comparative purposes only.
Oppenheimer Gold & Special Minerals Fund is characterized by Lipper as a
gold-oriented fund. Lipper performance does not take sales charges into
consideration.

3. Based on the change in net asset value per share from 6/30/94 to 12/31/94,
without deducting any sales charges. Such performance would have been lower if
sales charges were taken into account.

4. Average annual total returns are based on a hypothetical investment held
until 12/31/94, after deducting the current maximum initial sales charge of
5.75%. The Fund's maximum sales charge rate was higher during the periods shown,
and actual investment results will be different as a result of the change. All
figures assume reinvestment of dividends and capital gains distributions. Past
performance is not indicative of future results. Investment and principal value
on an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than the original cost.

2 Oppenheimer Gold & Special Minerals Fund
<PAGE>   3

Dear OppenheimerFunds Shareholder,

The past year has been a difficult period for the stock market, one marked above
all by one of the most aggressive series of moves to raise interest rates in the
U.S. Federal Reserve's history. As interest rates moved up, bond prices fell and
the stock market followed, while investors looked everywhere for answers to
questions about directions in inflation, interest rates, and the economy. These
questions all concerned one basic issue: Is the bull market in stocks coming to
an end?

      In our view, it is not. While we are not expecting major gains in stock
prices in the very near term, we believe that the uncertainties which held the
market back in 1994 will recede in 1995 as the fundamental positives in the
economy are recognized. The most important of these positives is our belief that
the Fed's attempt to preempt possible inflation, while temporarily
disconcerting, will likely have its desired effect in 1995. We believe that the
economy will begin to slow, and although short-term rates may move up modestly
from their present levels, long-term interest rates--the ones that most affect
securities prices--should stabilize in their current range. Long-term rates may
even begin to decline as overblown concerns about inflation abate.

      Those concerns are, in fact, already fading. While the prices of some
commodities have risen over the past year and U.S. manufacturing capacity
utilization and employment rose to their highest levels in years, in today's
globally competitive environment, price increases are difficult to pass on to
either consumers or businesses. The inflation rate--as measured by the Consumer
Price Index-continues to run at less than 3% a year, and there's nothing on the
horizon to suggest to us that it will increase substantially anytime soon. Even
at their current levels, interest rates remain low relative to recent periods,
and in our view, pose no real threat to most companies' earnings or cash flows.
During the most recent recession, many businesses learned to operate much more
efficiently and took advantage of the extended decline in interest rates to work
down their debt loads and strengthen their financial positions. As a result,
corporate profits have soared despite higher interest rates. And we believe that
business earnings should grow even more as economies in Europe and elsewhere
emerge from their recessions, stimulating demand for U.S. companies' goods and
services. As profits rise, we expect stocks to become more valuable.

      Finally, the changing political landscape reflected in results of the
mid-term election bodes well for the stock market over time. In addition to
limiting the expectation that Congress will pass potentially inflationary
government spending proposals, the realignment in Washington has raised the
possibility of tax relief in the form of an expanded deduction for individual
retirement savings or possibly a reduction in the capital gains tax rate. What
specific action, if any, Congress will take on these proposals remains to be
seen. But any action to reduce the federal deficit, cut spending, and reduce
taxes should be good news for the stock market overall.

      In light of all these factors, we remain bullish on stocks. As we have
noted in previous reports, we're expecting moderate gains in the short-term, in
line with increasing corporate earnings. Over time, however, we expect stocks to
perform well in both the U.S. and foreign markets. Your portfolio manager
discusses the outlook for your Fund on the following pages. We appreciate your
confidence, and we look forward to helping you continue to reach your investment
goals.


Donald W. Spiro                                   Jon S. Fossel
- ----------------                                  -------------
Donald W. Spiro                                   Jon S. Fossel
January 23, 1995

[FIGURE NUMBER 2]
Photo of Donald W. Spiro

Donald W. Spiro
President
Oppenheimer
Gold &Special
Minerals Fund

[FIGURE NUMBER 3]
Photo of Jon S. Fossel

Jon S. Fossel
Chairman and CEO
Oppenheimer
Management
Corporation



3 Oppenheimer Gold & Special Minerals Fund
<PAGE>   4

Q + A

Q What
is your 
outlook 
for the Fund?

[FIGURE NUMBER 4]
Photo of Jim Ayer

[FIGURE NUMBER 5]
Photo of Bill Wilby

An interview with your Fund's manager.

OVER THE LAST 12 MONTHS, THE FUND'S TOTAL RETURN AT NET ASSET VALUE WAS NEGATIVE
YET IT SIGNIFICANTLY OUTPERFORMED SIMILAR FUNDS AS MEASURED BY THE LIPPER
GOLD-ORIENTED FUNDS' AVERAGE. WHAT FACTORS CONTRIBUTED TO THE FUND'S
PERFORMANCE? 

We were helped by the macro-economic environment. There's enough concern about
inflation to keep gold prices on a gradual uptrend, but no sign of runaway
inflation. This is an environment in which this Fund thrives.

      The gold market's fundamentals also remain positive. Demand for gold--for
jewelry fabrication--continues to outpace supply. In fact, output from the
former Soviet Union, a major source of gold, has been declining as a result of
the political turmoil that region is experiencing. At the same time, selling by
central banks has abated. We believe that certain central banks may be seeking
to strengthen their currencies by building gold reserves.

      Those factors--an ideal environment and strong fun-damentals--have worked
in the Fund's favor. And they have been reinforced in recent months by the
performance of companies that produce other metals, including cop-per, aluminum,
nickel, zinc, and platinum.

      It's important to emphasize that the Fund focuses on stocks of proven,
financially sound, low-cost mining companies rather than the highly leveraged,
high-cost operators that certain other gold-oriented funds may tend to
emphasize. Like all gold-oriented mutual funds, the Fund is subject to the risk
of adverse performance of the mining and metals industries in which it invests.
However, we believe that focusing on quality companies and diversifying assets
in other metals helps reduce that risk. 

HOW HAVE METALS OTHER THAN GOLD HELPED THE FUND'S PERFORMANCE?

It's always helpful to have some diversification away from gold within the
Fund's portfolio to reduce volatility and control risk. In recent months,
however, the prices of many metals have risen strongly, reversing a three-year
trend of declining prices-



4 Oppenheimer Gold & Special Minerals Fund
<PAGE>   5
FACING PAGE
Left: Jim Ayer, Portfolio Manager

Right: Bill Wilby, Senior VP, Director of Global Investments

THIS PAGE
Jim Ayer speaks with George Evans, a member of the Equity Investments team.

A Extremely 
positive. 
We think the 
economic 
environment 
is right for 
this Fund.

[FIGURE NUMBER 6]
Photo of Jim Ayer and George Evans

a time in which companies spent little on exploration or expanded production.
They concentrated instead on improving operating efficiency, and as a result,
the companies we hold are positioned for powerful earnings gains from higher
metals prices. 

GOLD EXPLORATION OUTSIDE NORTH AMERICA SEEMS TO HAVE BEEN INCREASING RAPIDLY
OVER THE PAST YEAR. HAVE YOU CAPITALIZED ON THIS INTERNATIONAL "GOLD RUSH"?

Yes, we have. Governments in Latin America, West Africa, and South East Asia
have been encouraging companies to help them develop their gold resources. This
is one of the most exciting developments we've seen in years, and the companies
in the Fund's portfolio--Placer Dome, Newmont Mining and Freeport-McMoRan--are
among the best at global exploration and production. In addition to those
companies, we've also added several new names to the portfolio over the last six
months.

      Of course, foreign investments can subject the Fund to greater expenses
and risks, such as adverse currency fluctuations. However, we believe that the
Fund's focus on quality companies and, as we mentioned before, diversifying
assets in other metals helps the Fund reduce those risks.

WHERE HAVE YOU FOCUSED YOUR BUYING? 

In Latin America, we've added several exploration companies, including Golden
Star Resources and Cambiex Exploration, both of which have significant shares of
the Omai mine and interesting tracts in French Guyana and Surinam. We also
increased our positions in Battle Mountain, which has a major stake in the
highly successful Korikollo mine in Bolivia; in Newmont Mining, which recently
announced a major discovery in the Yanicocha trend in Peru; and in TVX, which
recently announced a large discovery in Ecuador.

      In Africa, we own Ashanti Goldfields, a growing low-cost producer located
in Ghana. We've added slightly to our holdings in South Africa, but we think the
greatest potential for exploration and growth is in West Africa.

      In North America, we continue to focus on companies bringing new
processing technologies to bear on Nevada's Carlin trend, the largest deposit on
the continent. Newmont Mining has long been a major player and a major Fund
holding; that company is now leading the move to underground mining in the
Carlin trend(1)

WHAT'S YOUR OUTLOOK FOR THE FUND GOING FORWARD?

At this point, we think the outlook is extremely positive. The economic
environment is right for this Fund, and we have positions in some of the world's
strongest gold and industrial metals companies. As long as inflation rises
moderately, the global economy continues to grow strongly, and the gold price
increases gradually, the Fund should continue to produce superior returns. -


1. The Fund's portfolio is subject to change.

5 Oppenheimer Gold & Special Minerals Fund
<PAGE>   6



                               STATEMENT OF INVESTMENTS December 31, 1994
                               (Unaudited)
<TABLE>
<CAPTION>

                                                                                             FACE                   MARKET VALUE
                                                                                             AMOUNT                 SEE NOTE 1
                                                                                             ------                 ------------
<S>                            <C>                                                           <C>                    <C>
REPURCHASE AGREEMENTS--6.7%

                               Repurchase agreement with First Chicago Capital
                               Markets, 6%, dated 12/30/94, to be repurchased at
                               $12,008,000 on 1/3/95, collateralized by U.S.
                               Treasury Nts., 3.875%--8.875%, 5/31/95--8/31/05,
                               with a value of $11,411,862 and U.S. Treasury
                               Bonds, 10.75%--14.25%, 2/15/02--8/15/05, with a
                               value of $838,321 (Cost $12,000,000)                          $12,000,000            $12,000,000

CORPORATE BONDS AND NOTES--1.3%

ENERGY--1.3%                   Teck Corp., 6%, 7/15/06 (Cost $1,960,526)                       2,400,000              2,238,000
</TABLE>

<TABLE>
<CAPTION>

                                                                                        SHARES
                                                                                        ------
<S>                            <C>                                                             <C>                  <C>
COMMON STOCKS--89.4%

BASIC MATERIALS--86.6%

CHEMICALS: SPECIALTY--4.5%     Engelhard Corp.                                                   200,000              4,450,000
                               Johnson Matthey PLC                                               250,000              2,131,631
                               Minerals Technologies, Inc.                                        50,000              1,462,500
                                                                                                                    -----------
                                                                                                                      8,044,131

GOLD--65.3%

DIAMOND MINING AND             Ashton Mining Ltd.                                                189,600                316,190
MARKETING--0.3%                Ashton Mining of Canada, Inc.(1)                                  200,000                104,086
                               Ashton Mining of Canada, Inc.(1)                                  200,000                104,086
                                                                                                                    -----------
                                                                                                                        524,362

GOLD MINING: AUSTRALIA--9.5%   Gold Mines of Kalgoorlie Ltd.                                   2,597,604              2,014,850
                               Highlands Gold Ltd.                                             1,500,000              1,396,182
                               Lynas Gold Ltd.(1)                                              4,200,000                651,552
                               Newcrest Mining Ltd.                                            1,000,000              4,460,027
                               Placer Pacific Ltd.                                             1,500,000              4,188,547
                               Renison Goldfields Consolidated                                   500,000              1,900,359
                               Ross Offshore Co.                                               2,000,000              1,489,261
                               Zapopan NL(1)                                                     500,000                814,440
                                                                                                                    -----------
                                                                                                                     16,915,218
</TABLE>


                               6 Oppenheimer Gold & Special Minerals Fund
<PAGE>   7

<TABLE>
<CAPTION>

                                                                                                               MARKET VALUE
                                                                                                 SHARES        SEE NOTE 1
                                                                                                 ------        ------------
<S>                            <C>                                                               <C>           <C>       
GOLD MINING: CANADA--21.0%     American Barrick Resources Corp.                                  200,000       $4,450,000
                               Cambior, Inc.                                                     200,000        2,299,162
                               Dayton Mining Corp.(1)                                            100,000          292,298
                               Dayton Mining Corp., Units(1)                                     300,000          882,238
                               Glamis Gold Ltd.                                                  300,000        2,646,710
                               Golden Star Resources Ltd.(1)                                     150,000        1,283,253
                               Hemlo Gold Mines, Inc.                                            500,000        5,124,101
                               Kinross Gold(1)                                                   200,000        1,033,732
                               Minera Rayrock, Inc., Cl. A(1)                                    340,000          630,220
                               Monarch Resources(1)(2)                                           300,000          727,177
                               Pegasus Gold, Inc.                                                250,000        2,843,750
                               Placer Dome, Inc.                                                 310,000        6,742,500
                               Prime Resource Group, Inc.(1)                                     175,000        1,263,202
                               Rayrock Yellowknife Resources, Inc.(1)(2)                          30,000          355,568
                               Rayrock Yellowknife Resources, Inc.(1)                            103,000        1,220,784
                               Royalstar Resources Ltd.(1)                                       361,000          167,286
                               Teck Corp., Cl. B Sub. Vtg.                                       150,000        2,713,546
                               TVX Gold, Inc.(1)(2)                                              425,000        2,817,674
                                                                                                               ----------
                                                                                                               37,493,201

GOLD MINING:                   Anglo American Corp. of South Africa Ltd., ADR                     75,000        4,293,750
SOUTH AFRICA--14.8%            Ashanti Goldfields(1)(2)                                          150,000        3,262,500
                               Driefontein Consolidated Ltd., Sponsored ADR                      300,000        4,537,500
                               Free State Consolidated Gold Mines Ltd., ADR                      275,000        4,228,125
                               Hartebeestfontein Gold Mining Co.                                 350,000        1,588,930


                               Randfontein Estates Gold Mining, ADR                              250,000        2,852,725
                               Southvaal Holdings Ltd., ADR                                       70,000        2,018,380
                               Vaal Reefs Exploration & Mining Co. Ltd., ADR                     400,000        3,625,000
                                                                                                               ----------
                                                                                                               26,406,910
</TABLE>



                               7 Oppenheimer Gold & Special Minerals Fund

<PAGE>   8


                               STATEMENT OF INVESTMENTS (Unaudited) (Continued)
<TABLE>
<CAPTION>

                                                                                                                      MARKET VALUE
                                                                                              SHARES                  SEE NOTE 1
                                                                                              ------                  ------------
<S>                            <C>                                                            <C>                     <C>        
GOLD MINING:                   Battle Mountain Gold Co., Cl. A                                   200,000              $ 2,200,000
UNITED STATES--8.8%            Crown Resources Corp.(1)                                          400,000                1,650,000
                               Hecla Mining Co.(1)                                               100,000                1,012,500
                               Homestake Mining Co.                                              150,000                2,568,750
                               Newmont Gold Co.                                                   50,000                1,781,250
                               Newmont Mining Corp.                                              137,291                4,942,476
                               Santa Fe Pacific Gold Corp.(1)                                    125,000                1,609,375
                                                                                                                      -----------
                                                                                                                       15,764,351

GOLD RELATED                   Cambiex Exploration, Inc.(1)(3)                                1,500,000                   588,158
INVESTMENT--6.9%               Canarc Resources Corp.(1)                                        282,500                   704,891
                               Canarc Resources Corp.(1)(2)                                     450,000                 1,122,835
                               Euro-Nevada Mining Corp. Ltd.                                    253,300                 5,327,176
                               Franco-Nevada Mining Ltd.                                         70,000                 3,437,158
                               Normandy Poseidon Ltd.                                           750,000                 1,093,676
                                                                                                                      ----------- 
                                                                                                                       12,273,894

PLATINUM MINING--4.0%          Rustenburg Platinum Holdings Ltd., ADR                           200,000                 5,496,860
                               Stillwater Mining Co.(1)                                         125,000                 1,703,125
                                                                                                                      -----------
                                                                                                                        7,199,985

METAL: MISCELLANEOUS--16.8%
ALUMINUM--0.7%                 Alcan Australia LTD.(1)                                          500,000                 1,163,486
COPPER--4.6%                   Aur Resources(1)                                                 428,000                 1,327,311
                               Freeport-McMoRan Copper & Gold, Inc., Cl. A                      204,455                 4,344,669
                               Metak Mining Corp.(1)(2)                                         125,000                 1,069,378
                               Zambia Consolidated Copper Mines B Ltd.(1)                       500,000                 1,470,630
                                                                                                                      ----------- 
                                                                                                                        8,211,988

METALS: DIVERSIFIED--5.8%      Brush Wellman, Inc.                                               70,000                 1,216,250
                               Elkem AS(1)                                                      150,000                 1,940,405
                               Falconbridge(1)(2)                                               150,000                 2,619,975
                               Freeport-McMoRan, Inc.                                            50,000                   887,500
                               Trelleborg AB, Series B Free Shares(1)                           100,000                 1,459,497
                               Western Mining Corp. Holdings Ltd.                               384,988                 2,233,667
                                                                                                                      -----------
                                                                                                                       10,357,294
</TABLE>


                               8 Oppenheimer Gold & Special Minerals Fund

<PAGE>   9

<TABLE>
<CAPTION>

                                                                                                           MARKET VALUE
                                                                                     SHARES                SEE NOTE 1
                                                                                     ------                ------------
<S>                            <C>                                                   <C>                   <C>         
METALS: MISCELLANEOUS--2.7%    Korea Zinc Co.(1)                                        40,000             $  1,151,553
                               NV Union Miniere SA(1)                                   25,000                1,939,991
                               Pasminco Ltd.(1)                                      1,200,000                1,675,419
                                                                                                           ------------
                                                                                                              4,766,963

NICKEL--3.0%                   Eramet SA(1)(2)                                          38,500                2,488,859
                               Inco Ltd.                                                40,000                1,145,000
                               QNI Ltd.(1)                                           1,000,000                1,628,879
                                                                                                           ------------
                                                                                                              5,262,738

INDUSTRIAL--2.8%
MACHINERY:                     Svedala Ind AB Free                                     125,000                2,908,905
DIVERSIFIED--2.8%              Tampella AB(1)                                          724,333                2,139,591
                                                                                                           ------------
                                                                                                              5,048,496
                                                                                                           ------------
                               Total Common Stocks (Cost $132,847,330)                                      159,433,017


PREFERRED STOCKS--2.1%
                               Battle Mountain Gold Co., Cv.                            34,500                2,104,500
                               Cyprus Amax Minerals Co., $4.00 Cv., Series A            26,666                1,556,628
                                                                                                           ------------
                               Total Preferred Stocks (Cost $3,304,603)                                       3,661,128
</TABLE>

<TABLE>
<CAPTION>
                                                                                     UNITS
                                                                                     -----
<S>                                                                                  <C>                   <C>
RIGHTS, WARRANTS AND CERTIFICATES--0.2%
                               Ashton Mining of Canada, Inc. Wts., Exp. 10/95          100,000                    2,852
                               Cambiex Exploration, Inc. Wts., Exp. 12/95              750,000                   96,244
                               Hindalco Industries Ltd. Wts., Exp. 2/95(2)              10,000                  185,000
                               Lynas Gold NL Wts., Exp. 6/99                         1,200,000                  102,387
                               Minera Rayrock, Inc. Wts., Exp. 6/95                    170,000                   12,120  
                               Total Rights, Warrants and Certificates                                     ------------
                               (Cost $319,214)                                                                  398,603

TOTAL INVESTMENTS, AT VALUE (COST $150,431,673)                                           99.7%             177,730,748
OTHER ASSETS NET OF LIABILITIES                                                            0.3                  548,396
                                                                                     ---------             ------------
NET ASSETS                                                                               100.0%            $178,279,144
                                                                                     =========             ============
</TABLE>

                               1. Non-income producing security.

                               2. Restricted security--See Note 5 of Notes to
                               Financial Statements.

                               3. Affiliated company. Represents ownership of at
                               least 5% of the voting securities of the issuer
                               and is or was an affiliate, as defined in the
                               Investment Company Act of 1940, at or during the
                               period ended December 31, 1994. The aggregate
                               fair value of all securities of affiliated
                               companies as of December 31, 1994 amounted to
                               $588,158. Transactions during the period in which
                               the issuer was an affiliate are as follows:
<TABLE>
<CAPTION>

                               BALANCE                                                                BALANCE
                               JUNE 30, 1994          GROSS ADDITIONS           GROSS REDUCTIONS      DECEMBER 31, 1994
                               -------------------    ----------------------    -------------------   -------------------   DIVIDEND
                               SHARES      COST       SHARES        COST        SHARES       COST     SHARES     COST       INCOME
                               ------      ----       ------        ----        ------       ----     ------     ----       --------
<S>                                 <C>    <C>        <C>           <C>              <C>     <C>      <C>        <C>        <C>
Cambiex Exploration, Inc.           --     $   --     1,500,000     $112,921         --      $   --   1,500,000  $112,921   $   --
</TABLE>

                               See accompanying Notes to Financial Statements.


                               9 Oppenheimer Gold & Special Minerals Fund

<PAGE>   10


                               STATEMENT OF ASSETS AND LIABILITIES December 31,
                               1994 (Unaudited)
<TABLE>
<S>                            <C>                                                                                   <C>   
ASSETS                         Investments, at value (cost $150,431,673)--see accompanying statement                 $177,730,748
                               Unrealized appreciation on forward foreign currency exchange contracts--Note 6                  87
                               Receivables:
                               Shares of beneficial interest sold                                                       2,385,108
                               Interest and dividends                                                                     383,934
                               Investments sold                                                                            52,610
                               Other                                                                                       43,538
                                                                                                                     ------------
                               Total assets                                                                           180,596,025

LIABILITIES                    Bank overdraft                                                                             276,616
                               Payables and other liabilities:
                               Shares of beneficial interest redeemed                                                   1,789,784
                               Service plan fees--Note 4                                                                   96,613
                               Dividends                                                                                   24,221
                               Other                                                                                      129,647
                                                                                                                     ------------
                               Total liabilities                                                                        2,316,881

NET ASSETS                                                                                                           $178,279,144
                                                                                                                     ============
COMPOSITION OF                 Paid-in capital                                                                       $163,015,461
NET ASSETS                     Undistributed (overdistributed) net investment income                                      222,621
                               Accumulated net realized gain (loss) from investment transactions                      (12,257,955)
                               Net unrealized appreciation (depreciation) on investments and 
                               translation of assets
                               and liabilities denominated in foreign currencies                                       27,299,017
                                                                                                                     ------------
                               Net assets--applicable to 13,360,879 shares of beneficial interest outstanding        $178,279,144
                                                                                                                     ============

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                                                             $13.34

MAXIMUM OFFERING PRICE PER SHARE (NET ASSET VALUE PLUS SALES CHARGE OF 5.75% OF OFFERING PRICE)                            $14.15
</TABLE>

                               See accompanying Notes to Financial Statements.

                               10 Oppenheimer Gold & Special Minerals Fund

<PAGE>   11

                               STATEMENT OF OPERATIONS For the Six Months Ended
                               December 31, 1994 (Unaudited)


<TABLE>
<S>                            <C>                                                                                     <C>       
INVESTMENT INCOME              Dividends (net of withholding taxes of $52,935)                                         $1,147,954
                               Interest                                                                                   380,831
                                                                                                                       ----------
                               Total income                                                                             1,528,785

EXPENSES                       Management fees--Note 4                                                                    714,284
                               Service plan fees--Note 4                                                                  191,936
                               Shareholder reports                                                                         99,655
                               Custodian fees and expenses                                                                 55,715
                               Transfer and shareholder servicing agent fees--Note 4                                       32,901
                               Trustees' fees and expenses                                                                 14,328
                               Legal and auditing fees                                                                      8,009
                               Other                                                                                      104,370
                                                                                                                       ----------
                               Total expenses                                                                           1,221,198

NET INVESTMENT INCOME (LOSS)                                                                                              307,587

REALIZED AND UNREALIZED GAIN   Net realized gain (loss) on:
(LOSS) ON INVESTMENTS          Investments                                                                              2,560,000
AND FOREIGN CURRENCY           Foreign currency transactions                                                             (689,400)
                                                                                                                       ----------
TRANSACTIONS                   Net realized gain (loss)                                                                 1,870,600

                               Net change in unrealized appreciation or depreciation on:
                               Investments                                                                             (3,158,780)
                               Translation of assets and liabilities denominated in foreign currencies                  2,023,510
                                                                                                                       ----------
                               Net change                                                                              (1,135,270)
                                                                                                                       ----------
                               Net realized and unrealized gain (loss) on investments and
                               foreign currency transactions                                                              735,330

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                        $1,042,917
                                                                                                                       ==========
</TABLE>

                               See accompanying Notes to Financial Statements.


                               11 Oppenheimer Gold & Special Minerals Fund


<PAGE>   12

                                  STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                                    SIX MONTHS ENDED  YEAR ENDED
                                                                                                    DECEMBER 31,      JUNE 30,
                                                                                                    1994 (UNAUDITED)  1994
                                                                                                    ----------------  ------------
<S>                               <C>                                                               <C>               <C>         
OPERATIONS                        Net investment income (loss)                                      $    307,587      $    865,930
                                  Net realized gain (loss) on investments 
                                  and foreign currency transactions                                    1,870,600        15,524,283
                                  Net change in unrealized appreciation or 
                                  depreciation on investments
                                  and translation of assets and liabilities 
                                  denominated in foreign currencies                                   (1,135,270)       (3,609,360)
                                                                                                    ------------      ------------
                                  Net increase (decrease) in net assets 
                                  resulting from operations                                            1,042,917        12,780,853

DIVIDENDS AND DISTRIBUTIONS TO    Dividends from net investment income
SHAREHOLDERS                      ($.067 and $.059 per share, respectively)                             (878,719)         (776,209)

BENEFICIAL INTEREST               Net increase (decrease) in net assets resulting from
TRANSACTIONS                      beneficial interest transactions--Note 2                              (899,912)        8,028,555

NET ASSETS                        Total increase (decrease)                                             (735,714)       20,033,199
                                  Beginning of period                                                179,014,858       158,981,659
                                                                                                    ------------      ------------
                                  End of period (including undistributed net investment income
                                  of $222,621 and $793,753, respectively)                           $178,279,144      $179,014,858
                                                                                                    ============      ============
</TABLE>


                                  See accompanying Notes to Financial
                                  Statements.


                                  12 Oppenheimer Gold & Special Minerals Fund

<PAGE>   13


                        FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                                                                  SIX MONTHS
                                                                                  ENDED
                                                                                  DEC. 31, 1994    YEAR ENDED JUNE 30,
                                                                                  (UNAUDITED)      1994              1993
                                                                                  -------------    ----              ----
                        <S>                                                       <C>              <C>               <C>
                        PER SHARE OPERATING DATA:
                        Net asset value, beginning of period                        $13.28           $12.32            $10.68

                        Income from investment operations:
                        Net investment income                                          .03              .06               .06
                        Net realized and unrealized gain
                        (loss) on investments and foreign
                        currency transactions                                          .10              .96              1.72
                                                                                  --------         --------          --------
                        Total income from investment
                        operations                                                     .13             1.02              1.78

                        Dividends and distributions to shareholders:
                        Dividends from net investment income                          (.07)            (.06)             (.14)
                        Distributions from net realized gain
                        on investments and foreign currency
                        transactions                                                    --               --                --
                                                                                  --------         --------          --------
                        Total dividends and distributions
                        to shareholders                                               (.07)            (.06)             (.14)

                        Net asset value, end of period                              $13.34           $13.28            $12.32
                                                                                  ========         ========          ========
                        TOTAL RETURN, AT NET ASSET VALUE(1)                            .97%            8.25%            17.15%

                        RATIOS/SUPPLEMENTAL DATA:
                        Net assets, end of period
                        (in thousands)                                            $178,279         $179,015          $158,982

                        Average net assets (in thousands)                         $189,019         $175,093          $124,869

                        Number of shares outstanding at
                        end of period (in thousands)                                13,361           13,478            12,908

                        Ratios to average net assets:
                        Net investment income                                         .32%(2)           .50%              .61%
                        Expenses                                                     1.28%(2)          1.31%             1.38%

                        Portfolio turnover rate(3)                                   13.4%             29.5%             23.9%
</TABLE>



<TABLE>
<CAPTION>

                                                                               1992            1991          1990
                                                                               ----            ----          ----
                        <S>                                                    <C>             <C>           <C>   
                        PER SHARE OPERATING DATA:
                        Net asset value, beginning of period                     $10.36          $11.65        $12.58

                        Income from investment operations:
                        Net investment income                                       .16             .17           .14
                        Net realized and unrealized gain
                        (loss) on investments and foreign
                        currency transactions                                       .35           (1.42)          .54
                                                                               --------        --------      --------
                        Total income from investment
                        operations                                                  .51           (1.25)          .68

                        Dividends and distributions to shareholders:
                        Dividends from net investment income                       (.19)           (.04)         (.27)
                        Distributions from net realized gain
                        on investments and foreign currency
                        transactions                                                 --              --         (1.34)
                                                                               --------        --------      --------
                        Total dividends and distributions
                        to shareholders                                            (.19)           (.04)        (1.61)

                        Net asset value, end of period                           $10.68          $10.36        $11.65
                                                                               ========        ========      ========
                        TOTAL RETURN, AT NET ASSET VALUE(1)                        5.08%         (10.71)%        3.10%

                        RATIOS/SUPPLEMENTAL DATA:
                        Net assets, end of period
                        (in thousands)                                         $133,345        $150,907      $163,118

                        Average net assets (in thousands)                      $137,906        $154,318      $154,079

                        Number of shares outstanding at
                        end of period (in thousands)                             12,486          14,564        13,999

                        Ratios to average net assets:
                        Net investment income                                      1.25%           1.67%         1.17%
                        Expenses                                                   1.38%           1.43%         1.37%

                        Portfolio turnover rate(3)                                 39.4%          113.3%         82.3%
</TABLE>


                       1. 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.

                       2. Annualized.

                       3. 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 six months ended December 31, 1994 were
                       $26,575,773 and $23,993,770, respectively.

                       See accompanying Notes to Financial Statements.



                       13 Oppenheimer Gold & Special Minerals Fund


<PAGE>   14


                       NOTES TO FINANCIAL STATEMENTS (Unaudited)
   

1. SIGNIFICANT         Oppenheimer Gold & Special Minerals Fund (the Fund) is
   ACCOUNTING          registered under the Investment Company Act of 1940, as
   POLICIES            amended, as a diversified, open-end management investment
                       company. The Fund's investment advisor is Oppenheimer
                       Management Corporation (the Manager). 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. 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.

                       FOREIGN CURRENCY TRANSLATION. The accounting records of
                       the Fund are maintained in U.S. dollars. Prices of
                       securities denominated in foreign currencies are
                       translated into U.S. dollars at the closing rates of
                       exchange. Amounts related to the purchase and sale of
                       securities and investment income are translated at the
                       rates of exchange prevailing on the respective dates of
                       such transactions.

                       The effect of changes in foreign currency exchange rates
                       on investments is separately identified from the
                       fluctuations arising from changes in market values of
                       securities held and reported with all other foreign
                       currency gains and losses in the Fund's results of
                       operations.

                       REPURCHASE AGREEMENTS. The Fund requires the custodian to
                       take possession, to have legally segregated in the
                       Federal Reserve Book Entry System or to have segregated
                       within the custodian's vault, all securities held as
                       collateral for repurchase agreements. The market value of
                       the underlying securities is required to be at least 102%
                       of the resale price at the time of purchase. If the
                       seller of the agreement defaults and the value of the
                       collateral declines, or if the seller enters an
                       insolvency proceeding, realization of the value of the
                       collateral by the Fund may be delayed or limited.

                       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 $13,800,000,
                       $10,600,000 of which will expire in 2000, and $3,200,000
                       in 2001.

                       TRUSTEES' FEES AND EXPENSES. The Fund has adopted a
                       nonfunded retirement plan for the Fund's independent
                       trustees. Benefits are based on years of service and fees
                       paid to each trustee during the years of service. The
                       accumulated liability for the Fund's projected benefit
                       obligations was $64,708 at December 31, 1994. No payments
                       have been made under the plan.

                       DISTRIBUTIONS TO SHAREHOLDERS. Dividends and
                       distributions to shareholders are recorded on the
                       ex-dividend date.


                       14 Oppenheimer Gold & Special Minerals Fund

<PAGE>   15


1. SIGNIFICANT         CHANGE IN ACCOUNTING CLASSIFICATION OF DISTRIBUTIONS TO
   ACCOUNTING          SHAREHOLDERS. Net investment income (loss) and net
   POLICIES            realized gain (loss) may differ for financial statement
   (CONTINUED)         and tax purposes primarily because of the recognition of
                       certain foreign currency gains (losses) as ordinary
                       income (loss) for 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 July 1, 1993,
                       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 June 30, 1993,
                       amounts have been reclassified to reflect an increase in
                       paid-in capital of $2,749, a decrease in undistributed
                       net investment income of $81,980 and an increase in
                       accumulated net realized gain on investments of $79,231.

                       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.
                       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           The Fund has authorized an unlimited number of no par
   BENEFICIAL          value shares of beneficial interest. Transactions in
   INTEREST            shares of beneficial interest were as follows:
<TABLE>
<CAPTION>

                                                      SIX MONTHS ENDED DECEMBER 31, 1994         YEAR ENDED JUNE 30, 1994
                                                      ----------------------------------         ------------------------
                                                      SHARES                AMOUNT               SHARES                AMOUNT
                                                      ------                ------               ------                ------
                       <S>                            <C>                   <C>                  <C>                   <C>         
                       Sold                            8,636,844            $120,954,085          16,319,300           $218,789,343
                       Dividends  reinvested              60,149                 779,533              48,817                596,985
                       Redeemed                       (8,814,500)           (122,633,530)        (15,798,058)          (211,357,773)
                                                      ----------            ------------         -----------           ------------ 
                       Net increase (decrease)          (117,507)           $   (899,912)            570,059           $  8,028,555
                                                      ==========            ============         ===========           ============
</TABLE>


3. UNREALIZED GAINS    At December 31, 1994, net unrealized appreciation on
   AND LOSSES          investments of $27,299,162 was composed of gross
   ON INVESTMENTS      appreciation of $35,947,100, and gross depreciation of
                       $8,647,938.

4. MANAGEMENT FEES     Management fees paid to the Manager were in accordance
   AND OTHER           with the investment advisory agreement with the Fund
   TRANSACTIONS        which provides for an annual fee of .75% on the first
   WITH AFFILIATES     $200 million of net assets, .72% on the next $200
                       million, .69% on the next $200 million, .66% on the next
                       $200 million and .60% on net assets in excess of $800
                       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 six months ended December 31, 1994,
                       commissions (sales charges paid by investors) on sales of
                       Fund shares totaled $464,296, of which $105,107 was
                       retained by Oppenheimer Funds Distributor, Inc. (OFDI), a
                       subsidiary of the Manager, as general distributor, and by
                       an affiliated broker/dealer.

                             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 an approved service plan, the Fund 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 (prior to July 1, 1994, reimbursements were made
                       with respect to shares sold subsequent to April 1, 1991),
                       including amounts paid to brokers, dealers, banks and
                       other financial institutions. During the six months ended
                       December 31, 1994, OFDI paid $3,489 to an affiliated
                       broker/dealer as reimbursement for personal service and
                       maintenance expenses.


                       15 Oppenheimer Gold & Special Minerals Fund

<PAGE>   16

                       NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

 


5. RESTRICTED          The Fund owns securities purchased in private placement
   SECURITIES          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.
                       Restricted and illiquid securities, excluding securities
                       eligible for resale pursuant to Rule 144A of the Act
                       amount to $3,940,509 or 2.21% of the Fund's net assets,
                       at December 31, 1994. Illiquid and/or restricted
                       securities, including those restricted securities that
                       are transferable under Rule 144A of the Act are listed
                       below.
<TABLE>
<CAPTION>

                                                                                                           VALUATION PER UNIT AS OF
                       SECURITY                             ACQUISITION DATE        COST PER UNIT          DECEMBER 31, 1994
                       --------                             ----------------        -------------          ------------------------
                       <S>                                  <C>                           <C>                                <C>
                       Ashanti Goldfields(1)                4/20/94                       $20.00                             $21.75
                       Canarc Resources Corp.               6/14/94                       $ 2.15                             $ 2.50
                       Eramet SA(1)                         7/14/94--9/30/94              $52.75                             $64.65
                       Falconbridge(1)                      6/13/94                       $13.47                             $17.47
                       Hindalco Industries Ltd. 
                       Wts., Exp. 2/95(1)                   7/08/94                       $ 5.94                             $18.50
                       Metak Mining Corp.(1)                8/13/94                       $ 8.38                             $ 8.56
                       Monarch Resources(1)                 6/06/94                       $ 3.25                             $ 2.42
                       Rayrock Yellowknife Resources,
                       Inc.(1)                              6/02/94                       $13.00                             $11.85
                       TVX Gold Inc.                        6/28/93--10/20/93             $ 5.68                             $ 6.63
</TABLE>

                       1. Transferable under Rule 144A of the Act.


6. FORWARD CONTRACTS   A forward foreign currency exchange contract (forward
                       contract) is a commitment to purchase or sell a foreign
                       currency at a future date, at a negotiated rate.

                             The Fund uses forward contracts to seek to manage
                       foreign currency risks. They may also be used to
                       tactically shift portfolio currency risk. The Fund
                       generally enters into forward contracts as a hedge upon
                       the purchase or sale of a security denominated in a
                       foreign currency. In addition, the Fund may enter into
                       such contracts as a hedge against changes in foreign
                       currency exchange rates on portfolio positions.

                             Forward contracts are valued at the closing price
                       on the London foreign exchange market on a daily basis.
                       The Fund will realize a gain or loss upon the closing or
                       settlement of the forward transaction.

                             Gains and losses on outstanding contracts
                       (unrealized appreciation or depreciation on forward
                       contracts) are reported in the Statement of Assets and
                       Liabilities. Realized gains and losses are reported with
                       all other foreign currency gains and losses in the Fund's
                       results of operations.

                             Risks include the potential inability of the
                       counterparty to meet the terms of the contract and
                       unanticipated movements in the value of a foreign
                       currency relative to the U.S. dollar. At December 31,
                       1994, the Fund had outstanding forward contracts to sell
                       foreign currencies as follows:

<TABLE>
<CAPTION>
                                                                                                                      UNREALIZED
                                                      EXPIRATION         CONTRACT             VALUATION AS OF         APPRECIATION
                       CONTRACTS TO SELL              DATE               AMOUNT               DECEMBER 31, 1994       (DEPRECIATION)
                       -----------------              ----------         --------             -----------------       --------------
                       <S>                            <C>                <C>                            <C>                      <C>
                       Canadian Dollar                1/3/95             $43,906                        $43,834                  $72
                       Canadian Dollar                1/4/95               8,791                          8,776                   15
                                                                         -------                        -------                  ---
                                                                         $52,697                        $52,610                  $87
                                                                         =======                        =======                  ===
</TABLE>


                       16 Oppenheimer Gold & Special Minerals Fund

<PAGE>   17

                       OPPENHEIMER GOLD & SPECIAL MINERALS FUND

OFFICERS AND TRUSTEES  Leon Levy, Chairman of the Board of Trustees
                       Leo Cherne, Trustee
                       Robert G. Galli, Trustee
                       Benjamin Lipstein, Trustee
                       Elizabeth B. Moynihan, Trustee
                       Kenneth A. Randall, Trustee
                       Edward V. Regan, Trustee
                       Russell S. Reynolds, Jr., Trustee
                       Sidney M. Robbins, Trustee
                       Donald W. Spiro, Trustee and President
                       Pauline Trigere, Trustee
                       Clayton K. Yeutter, Trustee
                       James Ayer, Vice President
                       George C. Bowen, Treasurer
                       Robert J. Bishop, Assistant Treasurer
                       Scott Farrar, Assistant Treasurer
                       Andrew J. Donohue, Secretary
                       Robert G. Zack, Assistant Secretary

INVESTMENT ADVISOR     Oppenheimer Management Corporation

DISTRIBUTOR            Oppenheimer Funds Distributor, Inc.

TRANSFER AND           Oppenheimer Shareholder Services
SHAREHOLDER                        
SERVICING AGENT

CUSTODIAN OF           The Bank of New York
PORTFOLIO SECURITIES

INDEPENDENT AUDITORS   KPMG Peat Marwick LLP

LEGAL COUNSEL          Gordon Altman Butowsky Weitzen Shalov & Wein

                       The financial statements included herein have been taken
                       from the records of the Fund without examination by the
                       independent auditors.

                       This is a copy of a report to shareholders of Oppenheimer
                       Gold & Special Minerals Fund. This report must be
                       preceded or accompanied by a Prospectus of Oppenheimer
                       Gold & Special Minerals Fund. For material information
                       concerning the Fund, see the Prospectus.

                       17 Oppenheimer Gold & Special Minerals Fund
<PAGE>   18

                        

                               OPPENHEIMERFUNDS FAMILY

                               OppenheimerFunds offers over 35 funds designed to
                               fit virtually every investment goal. Whether
                               you're investing for retirement, your children's
                               education or tax-free income, we have the funds
                               to help you seek your objective.

                                     When you invest with OppenheimerFunds, you
                               can feel comfortable knowing that you are
                               investing with a respected financial institution
                               with over 30 years of experience in helping
                               people just like you reach their financial goals.
                               And you're investing with a leader in global,
                               growth stock and flexible fixed income
                               investments--with over 1.8 million shareholder
                               accounts and more than $29 billion under
                               Oppenheimer's management and that of our
                               affiliates.

                                     As an OppenheimerFunds shareholder, you can
                               easily exchange shares of eligible funds of the
                               same class by mail or by telephone for a small
                               administrative fee(1). For more information on
                               OppenheimerFunds, please contact your financial
                               advisor or call us at 1-800-525-7048 for a
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                               shown on the back cover. As always, please read
                               the prospectus carefully before you invest.

<TABLE>
<S>                            <C>                                     <C>    
STOCK FUNDS                    Discovery Fund                          Global Fund
                               Global Emerging Growth Fund(2)          Oppenheimer Fund
                               Time Fund                               Value Stock Fund
                               Target Fund                             Gold &Special Minerals Fund
                               Growth Fund(3)

STOCK & BOND FUNDS             Main Street Income &Growth Fund         Equity Income Fund
                               Total Return Fund                       Asset Allocation Fund
                               Global Growth &Income Fund

BOND FUNDS                     High Yield Fund                         Strategic Short-Term Income Fund
                               ChampionHigh Yield Fund                 Investment Grade Bond Fund
                               Strategic Income &Growth Fund           Mortgage Income Fund
                               Strategic Income Fund                   U.S. Government Trust
                               Strategic Diversified Income Fund       Limited-Term Government Fund
                               Strategic Investment Grade Bond Fund

TAX-EXEMPT FUNDS               New York Tax-Exempt Fund(4)             New Jersey Tax-Exempt Fund(4)
                               California Tax-Exempt Fund(4)           Tax-Free Bond Fund
                               Pennsylvania Tax-Exempt Fund(4)         Insured Tax-Exempt Bond Fund
                               Florida Tax-Exempt Fund4                Intermediate Tax-Exempt Bond Fund

MONEY MARKET FUNDS             Money Market Fund                       Cash Reserves
</TABLE>

                               1. The fee is waived for PhoneLink exchanges
                               between existing accounts. Exchange privileges
                               are subject to change or termination.

                               2. Formerly Oppenheimer Global Bio-Tech Fund and
                               Oppenheimer Global Environment Fund.

                               3. Formerly Special Fund.

                               4. Available only to residents of those states.

                               OppenheimerFunds are distributed by Oppenheimer
                               Funds Distributor, Inc., Two World Trade Center,
                               New York, NY10048-0203.

                               (C) Copyright 1995 Oppenheimer Management
                               Corporation. All rights reserved.

18 Oppenheimer Gold & Special Minerals Fund
<PAGE>   19


[FIGURE NUMBER 7]
Vision of man sitting at side of swimming pool


<PAGE>   20

"How may I help you?"

As an OppenheimerFunds shareholder, some special privileges are available to
you. Whether it's automatic investment plans, informative newsletters and
hotlines, or ready account access, you can benefit from services designed to
make investing simple.

      And when you need help, our Customer Service Representatives are only a
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      When you want to make a transaction, you can do it easily by calling our
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      For added convenience, you can get auto-mated information with
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PhoneLink gives you access to a variety of fund, account, and market
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      You can count on us whenever you need assistance. That's why the
International Customer Service Association, an indepen-dent, non-profit
organization made up of over 3,200 customer service management professionals
from around the country, hon-ored the OppenheimerFunds' transfer agent,
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.

      So call us today--we're here to help.

[FIGURE NUMBER 8]
Photo of Jennifer Leonard

Jennifer Leonard, Customer Service Representative
Oppenheimer Shareholder Services


    INFORMATION

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