November 22, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Mortgage Income Fund
Reg. No. 33-6614, File No. 811-4712
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Mortgage Income Fund accompanied by an opinion of counsel
indicating that the securities, the registration of which this notice
makes definite in number were legally issued, fully paid, and non-
assessable. No filing fee is payable.
The Fund reorganized into Oppenheimer U.S. Government Trust on
September 30, 1995, and this Notice is its final Notice under Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
---------------------
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/lb
Enclosures
cc (w/enclosures): Ronald M. Feiman, Esq.
Robert Bishop
Gloria LaFond
<PAGE>
Rule 24f-2 Notice for Oppenheimer Mortgage Income Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 33-6614, File No. 811-4712)
NOTICE IS HEREBY GIVEN that Oppenheimer Mortgage Income Fund having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September
30, 1995.
(ii) 0 shares which had been registered other than pursuant to this
Rule remained unsold at the beginning of the above fiscal
year.
(iii) 1,673,402 Class A shares were registered other than pursuant
to this Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Class A 2,674,298
Class B 398,356
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 2,674,298
Class B 398,356
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this Notice to be signed on its
behalf this 20th day of November, 1995.
Oppenheimer Mortgage Income Fund
By: /s/ Andrew J. Donohue
_______________________________
Andrew J. Donohue, Secretary
_________________
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
[S] [C] [C] [C] [C]
Class A $36,290,224 $(121,760,326) $(85,470,102) $ 0
Class B $ 5,401,707 $( 8,398,467) $( 2,996,760) $ 0
Class A shares redeemed in excess of shares sold to be re-registered total
555,106.
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street New York, N.Y. 10036-1510
Telephone: (212) 626-0800 Telecopier (212) 626-0799
November 21, 1995
Oppenheimer Mortgage Income Fund
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of shares of beneficial
interest, no par value, of Oppenheimer Mortgage Income Fund (the "Fund"),
we have examined such records and documents and have made such further
investigation and examination as we deemed necessary for the purpose of
this opinion.
It is our opinion that the shares the registration of which is
made definite by the accompanying Rule 24f-2 Notice of the Fund were
legally issued, fully paid and non-assessable by the Fund to the extent
set forth in its Prospectus forming part of its Registration Statement
under the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with said
Notice.
Very truly yours,
/s/ Gordon Altman Butowsky Weitzen
Shalov & Wein
