Registration No. 2-86903
File No. 811-3864
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 25 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / /
AMENDMENT NO.__ / /
OPPENHEIMER ASSET ALLOCATION FUND
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
1-212-323-0200
- ------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
- ------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on __________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on ________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under
the Securities Act of 1933 pursuant to Rule 24f-2 promulgated under
the Investment Company Act of 1940. A Rule 24f-2 Notice for the
Registrant's fiscal year ended December 31, 1995 was filed on
February 28, 1996.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of
Oppenheimer Asset Allocation Fund, an open-end management
investment company.
A. Title and amount of shares being registered (number of shares
or other units):
Additional 1,419,543 Class A shares of beneficial interest
of Oppenheimer Asset Allocation Fund.
B. Proposed aggregate offering price to the public of the shares
being registered:
$20,143,315 based upon the offering price of $14.19 per
Class A share at March 8, 1996(1).
C. Amount of filing fee pursuant to Rule 24e-2:
$100
_______________
(1)The calculation of the maximum aggregate offering price is made
pursuant to Rule 24e-2 of the Investment Company Act of 1940. The
total number of Class A shares sold during the previous fiscal year
of the Fund ended December 31, 1995 was 2,501,246. No redeemed or
repurchased shares have been used for reductions pursuant to
paragraph (a) of Rule 24e-2 in any previous filing of
Post-Effective Amendments during the current fiscal year; 3,900,352
shares were used for reductions pursuant to paragraph (c) of Rule
24f-2. The amount of redeemed or repurchased shares being used for
such reduction in this amendment is 1,399,106.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or
the Investment Company Act of 1940, the Registrant certifies that
it meets all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York on the 20th day of
March, 1996.
OPPENHEIMER ASSET ALLOCATION FUND
By: /s/ Leon Levy*
----------------------------------------
Leon Levy, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the
- -------------- Board of Trustees March 20, 1996
Leon Levy
/s/ Donald W. Spiro* Chief Executive
- -------------------- Officer and
Donald W. Spiro Trustee March 20, 1996
/s/ George Bowen* Chief Financial
- ----------------- and Accounting
George Bowen Officer March 20, 1996
/s/ Robert G. Galli* Trustee March 20, 1996
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee March 20, 1996
- ----------------------
Benjamin Lipstein
/s/ Bridget A. Macaskill President & Trustee March 20, 1996
- ------------------------
Bridget A. Macaskill
/s/ Elizabeth B. Moynihan* Trustee March 20, 1996
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee March 20, 1996
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee March 20, 1996
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee March 20, 1996
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Trustee March 20, 1996
- ----------------------
Sidney M. Robbins
/s/ Pauline Trigere* Trustee March 20, 1996
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee March 20, 1996
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
Katherine P. Feld [logo]OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
March 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Asset Allocation Fund
Reg. No. 2-86903, File No. 811-3864
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the
Securities Act of 1933, and in connection with an Amendment on Form
N-1A which is Post-Effective Amendment No. 25 to the 1933 Act
Registration Statement of the above Fund, the undersigned counsel,
who prepared such Amendment, hereby represents to the Commission
for filing with such Amendment that said Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of said Rule 485.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
KPF/gl
sec\240a.24e
