SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)
Rockford Industries Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
773259106
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") of otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 7 Pages
<PAGE>
CUSIP NO. 773259106
13G
Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OppenheimerFunds, Inc.
I.R.S. NO. 13-2527171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
A
B X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
299,300
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,300
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.29%
12 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 773259106
13G
Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oppenheimer Discovery Fund
I.R.S. No. 22-2725700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* A
B X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
260,900
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
260,900
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,900
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.35%
12 TYPE OF REPORTING PERSON*
IV*
SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Rockford Industries, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
181 East First Street
Suite 600
Santa Ana, CA 92705
Item 2(a) Name of Person Filing:
OppenheimerFunds, Inc.
Item 2(b) Address of Principal Business Office:
Two World Trade Center, Suite 3400
New York, New York 10048-0203
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
773259106
Item 3(e) X Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
Item 4(a) Amount Beneficially Owned: 299,300 shares
Item 4(b) Percent of Class: 7.29%
Item 4(c)(i) Sole Power to vote or to direct the vote - 0
Item 4(c)(ii) Shared power to vote or to direct the vote - 0
Item 4(c)(iii) Sole power to dispose or to direct the disposition
of - 0
Item 4(c)(iv) Shared power to dispose or to direct the
disposition of - 299,300 shares
Item 5 Ownership to Five Percent or Less of a Class:
If this statement is being filed to report the fact
that as of the date hereof, the reporting person
has ceased to be the beneficial owner of more than
5% of the class of securities, check the following:
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company:
Inapplicable
Item 8 Identification and Classification of Members of the
Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Date: September 8, 1997
Signature: /s/ Merryl Hoffman
________________________________________
Name/Title: Merryl Hoffman, Vice President
<PAGE>
EXHIBIT A
The Board of Directors or Trustees of the registered
investment companies managed by OppenheimerFunds, Inc. ("OFI")
and owning shares of the issuer can direct the disposition of
dividends received by such funds and can dispose of such
securities. Additionally, OFI shares the power to dispose of
such securities with the Board of Directors or Trustees of such
funds; however, the Board of Directors or Trustees of such fund
has delegated these responsibilities to OFI as the fund's
investment advisor under its investment advisory agreement. OFI
has an interest relating to five (5%) percent or more of such
securities as disclosed on Page 2 hereof, by virtue of the
interest of five percent (5%) or more of such securities by
Oppenheimer Discovery Fund, as disclosed on pages 3 and 4 hereof.
OFI disclaims ownership of such securities, except as expressly
stated herein.
<PAGE>
EXHIBIT B
The undersigned investment company hereby acknowledges and
agrees that a report on Schedule 13G being filed by
OppenheimerFunds, Inc. on or about the date hereof, relating to
the Common Stock of Rockford Industries, Inc, is filed on behalf
of the undersigned.
Dated: September 8, 1997
OPPENHEIMER DISCOVERY FUND
By: /S/ Robert G. Zack
Robert G. Zack
Assistant Secretary
SEC\rock#3.13g
