February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Asset Allocation Fund/Reg. No.
2-86903, File
No. 811-3864
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic
("EDGAR") filing made pursuant to Rule 24f-2 of the Investment
Company Act
of 1940 (the "1940 Act") on February 27, 1995 on behalf of
Oppenheimer
Asset Allocation Fund (the "Fund"), accompanied by an opinion of
counsel
for the registration of additional shares of the Fund. The filing
fee of
$3,096, calculated at the rate of 1/29 of 1% of the value of the
Fund's
shares sold in excess of the shares redeemed for the fiscal year
ended
December 31, 1994, was wired to the SEC's account at Mellon Bank on
February 21, 1995 (Fed Wire No. 2733) and referenced this filing.
The
Fund has previously registered an indefinite number of shares
pursuant to
Rule 24f-2.
The purpose of the Notice was to make definite the
registration of
shares of the Fund in reliance on Rule 24f-2 as follows:
Class A Shares: 1,464,805 Class C Shares:
757,806
Very truly
yours,
/s/ Katherine P. Feld
Katherine P.
Feld
Vice
President
& Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc: Ronald M. Feiman, Esq.
Lynn Coluccy
Gloria LaFond
SEC/240.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Asset Allocation Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 2-86903, File No. 811-3864)
NOTICE IS HEREBY GIVEN that Oppenheimer Asset Allocation 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
December 31,
1994.
(ii) Shares registered other than pursuant to this Rule that
remained
unsold at the beginning of the above fiscal year were as
follows:
Class A Shares: 2,388,330 Class C
Shares: -0-
(iii) Shares registered other than pursuant to this Rule during
the above
fiscal year were as follows:
Class A Shares: 2,250,307 Class C
Shares: -0-
(iv) The number of shares sold during the above fiscal year
were as
follows: (1)
Class A Shares: 1,464,805 Class C
Shares: 757,806
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A Shares: 1,464,805 Class C
Shares: 757,806
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 22nd day of February, 1995.
Oppenheimer Asset Allocation
Fund
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
(1) The calculation of the aggregate sales price is made pursuant
to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during
the
previous fiscal year as shown below, reduced by an actual
redemption price
of securities of the issuer redeemed during such previous fiscal
year as
shown below, the filing fee (calculated at the rate of 1/29 of 1%
of net
sales) is as given below. Class A shares redeemed in excess of
shares
sold to be re-registered pursuant to Rule 24e-2 total 2,565,316.
<TABLE>
<CAPTION>
Difference
Value of
Between Value
Value of Shares
Sold & Value Filing
Shares Sold Redeemed
Redeemed Fee
<S> <C>
<C> <C>
Class A $19,096,128 ($51,005,547)
($31,909,419) $-0-
Class C $ 9,618,332 ($ 638,573)
$ 8,979,759 $3,096
Total $3,096
SEC/240.24F
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN
SHALOV & WEIN
114 West 47th Street
New York, N.Y. 10036
Telephone: (212) 626-0800
Telecopier (212) 626-0799
February
21, 1995
Oppenheimer Asset Allocation 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 Asset Allocation 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
</TABLE>
