OPPENHEIMER GLOBAL FUND
497, 1995-07-25
Previous: NUVEEN TAX EXEMPT UNIT TRUST SERIES 85 - NATIONAL TRUST 85, 485BPOS, 1995-07-25
Next: OSHKOSH B GOSH INC, 10-Q, 1995-07-25



OPPENHEIMER GLOBAL FUND
Prospectus dated February 1, 1995
   
Revised July 20, 1995     

   
     Oppenheimer Global Fund (the "Fund") is a mutual fund with the
investment objective of capital appreciation.  Current income is not an
objective.  The Fund invests primarily in common stocks of U.S. and
foreign companies and normally invests a substantial portion of its assets
in foreign stocks.  The Fund emphasizes investments in "growth-type"
companies, in industry sectors that the portfolio manager believes have
appreciation possibilities.  The Fund also uses "hedging" instruments to
try to reduce the risks of market and currency fluctuations that affect
the value of the securities the Fund holds.      

   
     Some of the Fund's investment techniques may be considered
speculative.  Foreign investing involves special risks.  These techniques
may increase the risks of investing in the Fund and the Fund's operating
costs.  You should carefully review the risks associated with an
investment in the Fund.  Please refer to "Investment Policies and
Strategies" for more information about the types of securities the Fund
invests in and the risks of investing in the Fund.     

     This Prospectus explains concisely what you should know before
investing in the Fund.  Please read this Prospectus carefully and keep it
for future reference.  You can find more detailed information about the
Fund in the February 1, 1995 Statement of Additional Information.  For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover.  The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).

     Shares of the Fund are not deposits or obligations of any bank, are
not guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>
Contents


     ABOUT THE FUND  

2    Expenses
   
4    A Brief Overview of the Fund     
5    Financial Highlights
6    Investment Objective and Policies
11   How the Fund is Managed
12   Performance of the Fund

     ABOUT YOUR ACCOUNT   

14   How to Buy Shares
     Class A Shares
     Class B Shares
20   Special Investor Services
     AccountLink
     Automatic Withdrawal and Exchange Plans
     Reinvestment Privilege 
     Retirement Plans
22   How to Sell Shares
     By Mail
     By Telephone
23   How to Exchange Shares
24   Shareholder Account Rules and Policies
25   Dividends, Capital Gains and Taxes
<PAGE>
ABOUT THE FUND

Expenses

     The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share.  All shareholders therefore pay those
expenses indirectly.  Shareholders pay other expenses directly, such as
sales charges and account transaction charges.  The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly.  The numbers below are based on the Fund's expenses
during its last fiscal year ended September 30, 1994.

     - Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund.  Please refer to "About Your Account," from
pages 14 through 23, for an explanation of how and when these charges
apply.

                                         Class A Shares    Class B Shares
                                         --------------    --------------
Maximum Sales Charge on Purchases   
  (as a % of offering price)             5.75%             None
Sales Charge on Reinvested Dividends     None              None
Deferred Sales Charge
  (as a % of the lower of the original
  purchase price or redemption proceeds)  None(1)          5% in the first 
                                                          year,  declining
                                                          to 1% in the
                                                          sixth year and 
                                                          eliminated
                                                          thereafter
Exchange Fee                              None            None
   
Redemption Fee                            None(2)         None (2)
    
___________________________
   
(1)  If you invest more than $1 million (more than $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans) in Class A shares, you may
have to pay a sales charge of up to 1% if you sell your shares within 18
calendar months from the end of the calendar month during which you
purchased those shares.  See "How to Buy Shares - Class A Shares," below.
    
   
(2)  There is a $10 transaction fee for redemptions paid by Federal Funds
wire, but not for redemptions paid by ACH transfer through AccountLink.
    
     - Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business.  For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (referred to in this Prospectus as the "Manager"). 
The rates of the Manager's fees are set forth in "How the Fund is
Managed," below.  The Fund has other regular expenses for services, such
as transfer agent fees, custodial fees paid to the bank that holds its
portfolio securities, audit fees and legal expenses.  Those expenses are
detailed in the Fund's Financial Statements in the Statement of Additional
Information.  
   
     The numbers in the table below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year.  These
amounts are shown as a percentage of the average net assets of each class
of the Fund's shares for that year.  The Management Fees and Total Fund
Operating Expenses have been restated to reflect the increase in
management fees approved by the Fund's shareholders at a meeting held on
June 27, 1994, as if those rates had been in effect for the entire fiscal
year.  If the Management Fee had not been increased during the fiscal
year, the Fund's Management Fees for Class A shares and Class B shares
would have been .63% and the Total Fund Operating Expenses would have been
1.12% and 2.05% for Class A and Class B shares, respectively.  The 12b-1
Plan Fees for Class A shares are service fees (the maximum fee is 0.25%
of average net assets of that class).  For Class B shares the 12b-1
Distribution Plan Fees are service fees (the maximum fee is 0.25% of
average net assets of that class) and the asset-based sales charge of
0.75%.  These plans are described in greater detail in "How to Buy
Shares."      

     The actual expenses for each class of shares in future years may be
more or less than the numbers in the table, depending on a number of
factors, including changes in the actual value of the Fund's assets
represented by each class of shares.  



                                  Class A Shares      Class B Shares
                                  --------------      --------------
Management Fees (restated)         .73%                .73%
12b-1 Distribution or
  Service Plan Fees                .18%               1.00%
Other Expenses                     .31%                .42%
   
Total Fund Operating Expenses     1.22%               2.15%
  (Restated)     

   
     - Examples.  To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below.  Assume that you make a $1,000 investment in each class of shares
of the Fund, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses table above (as restated).  If you were to redeem your shares at
the end of each period shown below, your investment would incur the
following expenses by the end of 1, 3, 5 and 10 years:     




                      1 year    3 years     5 years     10 years*
                      ------    -------     -------     --------
Class A Shares        $ 69      $ 94        $121        $197
Class B Shares        $ 72      $ 97        $135        $203


     If you did not redeem your investment, it would incur the following
expenses:

                      1 year    3 years     5 years     10 years*
                      ------    -------     -------     --------
Class A Shares        $ 69      $ 94        $121        $197
Class B Shares        $ 22      $ 67        $115        $203

                   
*The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years.  Long term Class B
shareholders could pay the economic equivalent of more than the maximum
front-end sales charge allowed under applicable regulations, because of
the effect of the asset-based sales charge and contingent deferred sales
charge.  The automatic conversion of Class B shares to Class A Shares is
designed to minimize the likelihood that this will occur.  Please refer
to "How to Buy Shares - Class B Shares" for more information.

     These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.


A Brief Overview of the Fund

     Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found.  You should carefully read the entire Prospectus
before making a decision about investing in the Fund.  Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

     -  What Is The Fund's Investment Objective?  The Fund's investment
objective is to seek capital appreciation.  Current income is not an
objective.
   
     -  What Does the Fund Invest In?  The Fund primarily invests in
foreign and domestic common or convertible stocks of "growth type"
companies considered to have appreciation possibilities.  Investments in
debt securities may be made in uncertain market conditions.  The Fund may
also use hedging instruments and some derivative investments to try to
manage investment risks.  These investments are more fully explained in
"Investment Objective and Policies," starting on page 6.     

   
     -  Who Manages the Fund?  The Fund's investment adviser (the Manager)
is Oppenheimer Management Corporation.  The Manager (including a
subsidiary) manages investment company portfolios having over $35 billion
in assets.  The Manager is paid an advisory fee by the Fund, based on its
net assets.  The Fund has a portfolio manager, William Wilby, who is
employed by the Manager.  He is primarily responsible for the selection
of the Fund's securities.  The Fund's Board of Trustees, elected by
shareholders, oversees the investment adviser and the portfolio manager. 
Please refer to "How the Fund is Managed," starting on page 11 for more
information about the Manager and its fees.     

   
     -  How Risky is the Fund?  All investments carry risks to some
degree.  It is important to remember that the Fund is designed for long-
term investors.  The Fund's investments in stocks and bonds are subject
to changes in their value from a number of factors such as changes in
general bond and stock market movements or the change in value of
particular stocks because of an event affecting the issuer.  The Fund's
investments in foreign securities are subject to additional risks
associated with investing abroad, such as the effect of currency rate
changes on stock values.  These changes affect the value of the Fund's
investments and its price per share.  In the OppenheimerFunds spectrum,
the Fund is generally more volatile than the other stock funds, the income
and growth funds, and the more conservative income funds.  While the
Manager tries to reduce risks by diversifying investments, by carefully
researching securities before they are purchased for the portfolio, and
in some cases by using hedging techniques, there is no guarantee of
success in achieving the Fund's objective, and your shares may be worth
more or less than their original cost when you redeem them.  Please refer
to "Investment Objective and Policies" starting on page 6 for a more
complete discussion of the Fund's investment risks.     

     -  How Can I Buy Shares?  You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink.  Please refer to "How to Buy Shares"
on page 14 for more details.

   
     -  Will I Pay a Sales Charge to Buy Shares?  The Fund has two classes
of shares.  Both have the same investment portfolio but different
expenses.  Class A shares are offered with a front-end sales charge,
starting at 5.75%, and reduced for larger purchases. Class B shares are
offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge (starting at 5% and declining as shares
are held longer) if redeemed within 6 years of purchase.  There is also
an annual asset-based sales charge on Class B shares.  Please review "How
To Buy Shares" starting on page 14 for more details, including a
discussion about which class may be appropriate for you.     

   
     -  How Can I Sell My Shares?  Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer.  Please refer to "How to Sell Shares" on page 22.  The Fund also
offers exchange privileges to other Oppenheimer funds, described in "How
To Exchange Shares" on page ____.     

   
     -  How Has the Fund Performed?  The Fund measures its performance by
quoting its average annual total returns and cumulative total returns,
which measure historical performance.  Those returns can be compared to
the returns (over similar periods) of other funds.  Of course, other funds
may have different objectives, investments, and levels of risk.  The
Fund's performance can also be compared to a broad stock market index,
which we have done on page 14.  Please remember that past performance does
not guarantee future results.     
<PAGE>
Financial Highlights


     The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets.  This information has
been audited by KPMG Peat Marwick LLP, the Fund's independent auditors,
whose report on the financial statements of the Fund for the fiscal year
ended September 30, 1994, is included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
                             CLASS A                                                                         CLASS B
- -----------------------------------------------------------------------------------------------------------------------------
                             YEAR ENDED                                                                      YEAR ENDED
                             SEPTEMBER 30,                                                                   SEPT. 30,
                             1994    1993    1992    1991    1990    1989    1988    1987    1986    1985    1994    1993(1)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C> 
<C>     <C>
PER SHARE OPERATING DATA:
Net asset value, beginning
of period                     $35.04  $30.03  $32.05  $27.63  $30.43  $22.94  $38.29  $28.88  $17.36  $16.47  $34.99  $33.33
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from
investment operations:
Net investment income            .17     .26     .17     .05     .02     .20     .04     .05     .12     .14     .08     .03
Net realized and unrealized
gain (loss) on investments and
foreign currency transactions   6.10    4.99   (1.50)   6.14     .29    9.11   (9.70)  13.28   11.56    1.71    5.83    1.63
- -----------------------------------------------------------------------------------------------------------------------------
Total income (loss) from
investment operations           6.27    5.25   (1.33)   6.19     .31    9.31   (9.66)  13.33   11.68    1.85    5.91    1.66
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders:
Dividends from net investment
income                          (.25)   (.12)   (.11)   (.08)   (.11)   (.09)   (.07)   (.11)   (.10)   (.04)   (.18)      --
Distributions from net realized
gain on investments and foreign
currency transactions          (3.37)   (.12)   (.58)  (1.69)  (3.00)  (1.73)  (5.62)  (3.81)   (.06)   (.92)  (3.36)      --
- -----------------------------------------------------------------------------------------------------------------------------
Total dividends and
distributions to
shareholders                   (3.62)   (.24)   (.69)  (1.77)  (3.11)  (1.82)  (5.69)  (3.92)   (.16)   (.96)  (3.54)      --
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period                        $37.69  $35.04  $30.03  $32.05  $27.63  $30.43  $22.94  $38.29  $28.88  $17.36  $37.36   $34.99
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN, AT NET ASSET
VALUE(2)                       19.19%  17.67%  (4.23)% 23.71%    .79%  42.87% (25.17)% 52.65%  67.63%  12.00%  18.10% 
  3.64%
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in millions)                 $1,921  $1,389  $1,215  $1,076    $720    $523    $371    $601    $372    $232    $187       $6
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in
millions)                     $1,711  $1,213  $1,194    $899    $672    $446    $398    $473    $331    $226     $88       $3
- -----------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of period (in
thousands)                    50,955  39,632  40,441  33,585  26,056  17,183  16,191  15,708  12,891  13,347   4,993      172
- -----------------------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at
end of period (in thousands)     N/A     $-- $60,000 $60,000 $60,000 $30,000 $30,000 $35,000 $22,000 $14,000     N/A    
 N/A
- -----------------------------------------------------------------------------------------------------------------------------
Average amount of debt
outstanding throughout each
period (in thousands)            N/A $18,247 $60,000 $60,000 $42,877 $30,000 $31,052 $26,290 $19,058  $3,877     N/A    
 N/A
- -----------------------------------------------------------------------------------------------------------------------------
Average number of shares
outstanding throughout each
period (in thousands)            N/A  39,853  37,435  30,607  21,982  16,968  17,173  15,099  13,205  14,476     N/A      N/A
- -----------------------------------------------------------------------------------------------------------------------------
Average amount of debt per
share outstanding throughout
each period                      N/A    $.46   $1.60   $1.96   $1.95   $1.77   $1.81   $1.74   $1.44    $.27     N/A      N/A
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss)     .38%    .84%    .55%    .22%    .16%    .73%    .15%    .16%    .47%    .81%    (.3%)  
1.52%(3)
Expenses                        1.15%   1.18%   1.36%   1.65%   1.68%   1.90%   1.89%   1.49%   1.60%   1.21%    2.08% 
 2.40%(3)
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(4)      78.3%   86.9%   18.0%   19.9%   27.2%   62.6%   25.2%   37.0%   25.2%   29.0%    78.3% 
 86.9%

</TABLE>

1. For the period from August 17, 1993 (inception of offering) to
September 30, 1993.

2. 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.

3. Annualized.

4. 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 year ended September 30, 1994 were $1,557,137,514 and
$1,318,260,043, respectively. 

See accompanying Notes to Financial Statements.

<PAGE>
Investment Objective and Policies

Objective.  The Fund invests its assets with the objective of capital
appreciation.
     
Investment Policies and Strategies.  The Fund seeks capital appreciation
by emphasizing investments in common stocks or convertible securities of
"growth-type" companies.  These may include securities of U.S. companies
or foreign companies, as discussed below.  The Fund may invest in
securities of smaller, less well-known companies as well as those of
large, well-known companies (not generally included in the definition of
"growth-type" companies).  The Fund may hold warrants and rights.  Current
income is not a consideration in the selection of portfolio securities.
A portion of the Fund's assets may be invested in securities for liquidity
purposes.     

   
     As a matter of fundamental policy, under normal market conditions
(when the Manager believes that the securities markets are not in a
volatile or unstable period), the Fund invests in securities of issuers
traded in markets in at least three different countries (which may include
the United States).  The Manager expects that the Fund will normally
invest a substantial portion of its assets in foreign securities
(discussed in "Foreign Securities," below).     


   
     The Fund's portfolio manager currently employs an investment strategy
in selecting foreign and domestic securities that considers the effects
of worldwide trends on the growth of various business sectors.  These
trends or "global themes" currently include telecommunications expansion,
emerging consumer markets, infrastructure development, natural resource
use and development, corporate restructuring, capital market development
in foreign countries, healthcare expansion, and global integration.  These
trends, which may affect the growth of companies having businesses in
these sectors or affected by their development, may suggest opportunities
for investing the Fund's assets.  The Manager does not invest a fixed or
specific amount of the Fund's assets in any one sector, and these themes
or this approach may change over time.     

   
     The Fund may also seek to take advantage of changes in the business
cycle by investing in companies that are sensitive to those changes as
well as in "special situations" the Manager believes present opportunities
for capital growth.  For example, when a country's economy is expanding,
companies in the financial services and consumer products industries may
be in a position to benefit from changes in the business cycle and may
present long-term growth opportunities.      

   
     When investing the Fund's assets, the Manager considers many factors,
including the global themes discussed above, general economic conditions
abroad relative to the U.S. and the trends in foreign and domestic stock
markets.  The Fund may try to hedge against losses in the value of its
portfolio of securities by using hedging strategies and derivative
investments described below.      

   
     When market conditions are unstable, the Fund may invest in debt
securities, such as rated or unrated bonds and debentures, cash
equivalents and preferred stocks.  It is expected that short-term debt
securities (which are securities maturing in one year or less from date
of purchase) will be emphasized for defensive or liquidity purposes, since
those securities usually may be disposed of quickly and their prices tend
not to be as volatile as the prices of longer term debt securities.  When
circumstances warrant, securities may be sold without regard to the length
of time held, although short-term trading may increase brokerage costs
borne by the Fund.     

   
     -  What are "Growth-Type" Companies?  These tend to be newer
companies that may be developing new products or services, or expanding
into new markets for their products.  While they may have what the Manager
believes to be favorable prospects for the long-term, growth-type
companies normally retain a large part of their earnings for research,
development and investment in capital assets.  Therefore, they tend not
to emphasize the payment of dividends.     

     -  Can the Fund's Investment Objective and Policies Change?  The Fund
has an investment objective, which is described above, as well as
investment policies it follows to try to achieve its objective. 
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those investment policies. The Fund's investment policies
and techniques are not "fundamental" unless this Prospectus or the
Statement of Additional Information says that a particular policy is
"fundamental."  The Fund's investment objective is a fundamental policy.

   
     Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares.  The
term "majority" is defined in the Investment Company Act to be a
particular percentage of outstanding voting shares (and this term is
explained in the Statement of Additional Information).  The Fund's Board
of Trustees may change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus.     

   
     -  Stock Investment Risks.  Because the Fund normally invests most,
or a substantial portion, of its assets in stocks, the value of the Fund's
portfolio will be affected by changes in the stock markets.  At times, the
stock markets can be volatile, and stock prices can change substantially. 
This market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's portfolio securities change. 
Not all stock prices change uniformly or at the same time, not all stock
markets move in the same direction at the same time, and other factors can
affect a particular stock's prices (for example, poor earnings reports by
an issuer, loss of major customers, major litigation against an issuer,
or changes in government regulations affecting an industry).  Not all of
these factors can be predicted.     

     As discussed below, the Fund attempts to limit market risks by
diversifying its investments, that is, by not holding a substantial amount
of stock of any one company and by not investing too great a percentage
of the Fund's assets in any one company.

     Because of the types of securities the Fund invests in and the
investment techniques the Fund uses, some of which may be speculative, the
Fund is designed for investors who are investing for the long-term and who
are willing to accept greater risks of loss of their investment in the
hope of achieving capital appreciation.  It is not intended for investors
seeking assured income and preservation of capital.  Investing for capital
appreciation entails the risk of loss of all or part of your investment. 
Because changes in securities market prices can occur at any time, there
is no assurance that the Fund will achieve its investment objective, and
when you redeem your shares, they may be worth more or less than what you
paid for them.

   
     -  Foreign Securities.  The Fund will normally invest a substantial
amount of its assets in foreign securities.  Foreign securities are those
that are traded primarily on a foreign securities exchange or in the
foreign over-the-counter markets.  The Fund can invest up to 100% of its
assets in foreign securities.  As of September 30, 1994, approximately
71.2% of the Fund's net assets were invested in foreign securities.  The
Fund may purchase equity (and debt) securities issued or guaranteed by
foreign companies or foreign governments or their agencies.  The Fund may
buy securities of companies or governments in any country, developed or
underdeveloped.      

     The Fund will hold foreign currency only in connection with the
purchase or sale of foreign securities.  If the Fund's securities are held
abroad, the countries in which they are held and the sub-custodians
holding them must be approved by the Fund's Board of Trustees.

   
     - Foreign securities have special risks.  There are special risks in
investing in foreign securities.  Because the Fund may purchase securities
denominated in foreign currencies or traded primarily in foreign markets,
a change in the value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of those foreign securities. 
Foreign issuers are not required to use generally-accepted accounting
principals that apply to U.S. issuers.  If foreign securities are not
registered for sale in the U.S. under U.S. securities laws, the issuer
does not have to comply with disclosure requirements that U.S. companies
are subject to.  The value of foreign investments may be affected by other
factors, including exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement
of transactions, changes in governmental, economic or monetary policy in
the U.S. or abroad, or other political and economic factors.      

   
     In addition, it is generally more difficult to obtain court
judgements outside the U.S. if the Fund were to sue a foreign issuer or
broker.  Additional costs may be incurred because foreign brokerage
commissions are generally higher than U.S. rates, and there are additional
custodial costs associated with holding securities abroad.  More
information about the risks and potential rewards of investing in foreign
securities is contained in the Statement of Additional Information.
    

     -  Portfolio Turnover.  A change in the securities held by the Fund
is known as "portfolio turnover." The Fund ordinarily does not engage in
short-term trading to try to achieve its objective.  As a result, the
Fund's portfolio turnover is not expected to be more than 100% each year.
The "Financial Highlights," above, show the Fund's portfolio turnover rate
during past fiscal years.  

   
     Portfolio turnover affects brokerage costs, dealer markups and other
transaction costs, and results in the Fund's realization of capital gains
or losses for tax purposes.  It may also affect the Fund's ability to
qualify as a "regulated investment company" under the Internal Revenue
Code for tax deductions for dividends and capital gains distributions the
Fund pays to shareholders.  The Fund qualified in its last fiscal year and
intends to do so in the coming year, although it reserves the right not
to qualify.     

   
     -- Derivative Investments.  In general, a "derivative investment" is
a specially designed investment.  Its performance is linked to the
performance of another investment or security, such as an option, future,
index, currency or commodity.  The Fund can invest in a number of
different kinds of "derivative investments."  They are used in some cases
for hedging purposes and in other cases to enhance total return.  In the
broadest sense, exchange-traded options and futures contracts (discussed
in "Hedging," below) may be considered "derivative investments."      

   
     There are special risks in investing in derivative investments.  The
company issuing the instrument may fail to pay the amount due on the
maturity of the instrument.  Also, the underlying investment or security
on which the derivative is based might not perform the way the Manager
expected it to perform.  The performance of derivative investments may
also be influenced by interest rate changes in the U.S. and abroad.  All
of this can mean that the Fund may realize less principal or income from
the investment than expected.  Certain derivative investments held by the
Fund may trade in the over-the-counter market and may be illiquid.  Please
refer to "Illiquid and Restricted Securities" for an explanation.     

    
     -  Repurchase Agreements.  The Fund may enter into repurchase
agreements.  In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.  They
are used primarily for cash liquidity purposes.      

   
     Repurchase agreements must be fully collateralized.  However, if the
vendor fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience losses if
there is any delay in its ability to do so.  The Fund will not enter into
a repurchase agreement that causes more than 10% of its net assets to be
subject to repurchase agreements having a maturity beyond seven days. 
There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements of seven days or less.     

Other Investment Techniques and Strategies

     The Fund may also use the investment techniques and strategies
described below.  These techniques involve certain risks.  The Statement
of Additional Information contains more information about these practices,
including limitations on their use that may help to reduce some of the
risks.

   
     -  Loans of Portfolio Securities.  The Fund has entered into a
Securities Lending Agreement and Guaranty with The Bank of New York. 
Under that agreement portfolio securities of the Fund may be loaned to
brokers, dealers and other financial institutions.  The Securities Lending
Agreement provides that loans must be adequately collateralized and may
be made only in conformity with the Fund's Securities Lending Guidelines,
adopted by the Fund's Board of Trustees.  The value of the securities
loaned may not exceed 25% of the value of the Fund's total assets.  The
Fund presently does not intend that the value of the securities loaned in
the current fiscal year will exceed 5% of the value of the Fund's total
assets.      

     
     In lending its securities, the Fund has certain risks, such as a
delay in receiving additional collateral, a delay in the return of the
loaned securities or loss of rights in the collateral if the borrower
fails financially.  To try to reduce some of those risks, the Fund is the
beneficiary of a guaranty provided by The Bank of New York.  See "Loans
of Portfolio Securities" in the Statement of Additional Information for
further information.     

   
     -  Special Risks - Borrowing for Leverage.  The Fund may borrow up
to 10% of the value of its net assets from banks on an unsecured basis to
buy securities.  That percentage limit is a fundamental policy.  This is
a speculative investment method known as "leverage."  This investing
technique may subject the Fund to greater risks and costs than funds that
do not borrow.  These risks may include the possibility that the Fund's
net asset value per share will fluctuate more than funds that don't
borrow, since the Fund pays interest on borrowings and interest expense
affects the Fund's share price.  Borrowing for leverage is subject to
limits under the Investment Company Act, described in more detail in
"Borrowing for Leverage" in the Statement of Additional Information.
    

   
     -  Warrants and Rights.  Warrants basically are options to purchase
stock at set prices that are valid for a limited period of time.  Rights
are similar to warrants but normally have a short duration and are
distributed directly by the issuer to its shareholders.  The Fund may
invest up to 5% of its total assets in warrants or rights.  That 5%
limitation does not apply to warrants the Fund has acquired as part of
units with other securities or that are attached to other securities.  No
more than 2% of the Fund's total assets may be invested in warrants that
are not listed on either The New York Stock Exchange or The American Stock
Exchange.  These percentage limitations are fundamental policies.  For
further details, see "Warrants and Rights" in the Statement of Additional
Information.     

     -  Special Situations.  The Fund may invest in securities of
companies that are in "special situations" that the Manager believes may
present opportunities for capital growth.  A "special situation" may be
an event such as a proposed merger, reorganization, or other unusual
development that is expected to occur and which may result in an increase
in the value of a company's securities, regardless of general business
conditions or the movement of prices in the securities market as a whole. 
There is a risk that the price of the security may decline if the
anticipated development fails to occur.

     -  Investing In Small, Unseasoned Companies.  The Fund may invest in
securities of small, unseasoned companies.  These are companies that have
been in operation less than three years, including the operations of any
predecessors.  Securities of these companies may have limited liquidity
(which means that the Fund may have difficulty selling them at an
acceptable price when it wants to) and the price of these securities may
be volatile.  See "Investing in Small, Unseasoned Companies" in the
Statement of Additional Information for a further discussion of the risks
involved in such investments.

     -  Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities (that limit may increase
to 15% if certain state laws are changed or the Fund's shares are no
longer sold in those states). The Fund's percentage limitation on these
investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers.  See
"Restricted and Illiquid Securities" in the Statement of Additional
Information for further details.

     -  Hedging.  As described below, the Fund may purchase and sell
certain kinds of futures contracts, put and call options, forward
contracts, and options on futures and broadly-based stock indices.  These
are all referred to as "hedging instruments."  The Fund does not use
hedging instruments for speculative purposes, and has limits on the use
of them, described below.  The hedging instruments the Fund may use are
described below and in greater detail in "Other Investment Techniques and
Strategies" in the Statement of Additional Information. 


     The Fund may buy and sell options, futures and forward contracts for
a number of purposes.  It may do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities.  Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.  

     Other hedging strategies, such as buying futures and call options,
tend to increase the Fund's exposure to the securities market.  Forward
contracts are used to try to manage foreign currency risks on the Fund's
foreign investments.  Foreign currency options are used to try to protect
against declines in the dollar value of foreign securities the Fund owns,
or to protect against an increase in the dollar cost of buying foreign
securities.  Writing covered call options may also provide income to the
Fund for liquidity purposes.

   
     Futures.  The Fund may buy and sell futures contracts that relate to
(1) broadly-based stock indices (these are referred to as Stock Index
Futures) or (2) foreign currencies (these are called Forward Contracts and
are discussed below).     

   
     Put and Call Options.  The Fund may buy and sell certain kinds of put
options (puts) and call options (calls).   A call or put option may not
be purchased if the value of all of the Fund's put and call options would
exceed 5% of the Fund's total assets.  Calls the Fund buys or sells must
be listed on a domestic securities or commodities exchange, or quoted on
the Automated Quotation System of the National Association of Securities
Dealers, Inc.  In the case of puts and calls on foreign currency, they
must be traded on a securities or commodities exchange, or be quoted by
recognized dealers in those options.     

     The Fund may buy calls only on securities, broadly-based stock
indices, foreign currencies or Stock Index Futures, or to terminate its
obligation on a call the Fund previously wrote.  

   
     The Fund may write (that is, sell) call options.  Each call the Fund
writes must be "covered" while it is outstanding.  That means the Fund
must own the investment on which the call was written or it must own other
securities that are acceptable for the escrow arrangements required for
calls.  The Fund may write calls on futures contracts it owns, but these
calls must be covered by securities or other liquid assets the Fund owns
and segregates to enable it to satisfy its obligations if the call is
exercised.  When the Fund writes a call, it receives cash (called a
premium).  The call gives the buyer the ability to buy the investment on
which the call was written from the Fund at the call price during the
period in which the call may be exercised.  If the value of the investment
does not rise above the call price, it is likely that the call will lapse
without being exercised, while the Fund keeps the cash premium (and the
investment).  After the Fund writes a call, not more than 25% of the
Fund's total assets may be subject to calls.     

     The Fund may purchase put options.  Buying a put on an investment
gives the Fund the right to sell the investment at a set price to a seller
of a put on that investment.  The Fund can buy only those puts that relate
to securities that the Fund owns, broadly-based stock indices, foreign
currencies or Stock Index Futures.  The Fund can buy a put on a Stock
Index Future whether or not the Fund owns the particular Stock Index
Future in its portfolio.  

   
     The Fund may write puts on securities, broadly-based stock indices,
foreign currencies or Stock Index Futures in an amount up to 50% of its
total assets but only if those puts are covered by segregated liquid
assets.  In writing puts, there is a risk that the Fund may be required
to buy the underlying security at a disadvantageous price.      

     Forward Contracts.  Forward contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future
delivery at a fixed price.  The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has bought or sold, or to protect against possible losses from
changes in the relative values of the U.S. dollar and foreign currency. 
The Fund limits its net exposure under forward contracts in a particular
foreign currency to the amount of its assets denominated in that currency
or denominated in a closely-correlated currency.

   
     Hedging Instruments can be volatile investments and may involve
special risks.  The use of hedging instruments requires special skills and
knowledge of investment techniques that are different from what is
required for normal portfolio management.  If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return.  The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.
    

   
     Options trading involves the payment of premiums and has special tax
effects on the Fund.  There are also special risks in particular hedging
strategies.  If a covered call written by the Fund is exercised on a
security that has increased in value, the Fund will be required to sell
the security at the call price and will not be able to realize any profit
if the security has increased in value above the call price.  The use of
forward contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency. 
These risks and the hedging strategies the Fund may use are described in
greater detail in the Statement of Additional Information.     

   
     -  Short Sales Against-the-Box.  In a short sale, the seller does not
own the security that is sold, but normally borrows the security to
fulfill its delivery obligation.  The seller later buys the security to
repay the loan, in the expectation that the price of the security will be
lower when the purchase is made, resulting in a gain.  The Fund may not
sell securities short except in collateralized transactions referred to
as "short sales against-the-box," where the Fund owns an equivalent amount
of the securities sold short.  This technique is primarily used for tax
purposes.  As a fundamental policy, no more than 15% of the Fund's net
assets will be held as collateral for such short sales at any one time. 
    

Other Investment Restrictions
   
     The Fund has certain investment restrictions that are fundamental
policies. Under these restrictions, the Fund cannot do any of the
following:      

     --   Buy securities issued or guaranteed by any one issuer (except
the U.S. Government or any of its agencies or instrumentalities) if, with
respect to 75% of its total assets, more than 5% of the Fund's total
assets would be invested in securities of that issuer, or the Fund would
then own more than 10% of that issuer's voting securities.  

   
     --   Concentrate investments in any particular industry.  Therefore
the Fund will not purchase the securities of companies in any one industry
if, thereafter, more than 25% of the value of the Fund's assets would
consist of securities of companies in that industry.     

   
     All of the percentage limitations described above and elsewhere in
this Prospectus (other than the percentage limits that apply to
borrowing), apply only at the time the Fund purchases a security, and the
Fund need not dispose of a security merely because the size of the Fund's
assets has changed or the security has increased in value relative to the
size of the Fund.  There are other fundamental policies discussed in the
Statement of Additional Information.     

How the Fund is Managed

Organization and History.  The Fund was originally incorporated in
Maryland in 1969 but was reorganized in 1986 as a Massachusetts business
trust. The Fund is an open-end, diversified management investment company,
with an unlimited number of authorized shares of beneficial interest.

   
     The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law.  The
Trustees periodically meet throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager. 
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and officers of the Fund and provides more
information about them.  Although the Fund is not required by law to hold
annual meetings, it may hold shareholder meetings from time to time on
important matters, and shareholders have the right to call a meeting to
remove a Trustee or to take other action described in the Fund's
Declaration of Trust.     

     The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes.  The Board
has done so, and the Fund currently has two classes of shares, Class A and
Class B.  Each class has its own dividends and distributions and pays
certain expenses, which may be different for the different classes.  Each
class may have a different net asset value.  Each share has one vote at
shareholder meetings, with fractional shares voting proportionally.  Only
shares of a particular class vote together on matters that affect that
class alone.  Shares are freely transferrable.

The Manager and Its Affiliates. The Fund is managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Fund's investments and handles its day-to-day business.  The Manager
carries out its duties, subject to the policies established by the Board
of Trustees, under an Investment Advisory Agreement which states the
Manager's responsibilities.  The Agreement sets forth the fees paid by the
Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.

   
     The Manager has operated as an investment adviser since 1959.  The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $35 billion as
of June 30, 1995, and with more than 2.4 million shareholder accounts. 
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.     

     -  Portfolio Manager.  The Portfolio Manager of the Fund is William
L. Wilby.  He is a Senior Vice President of the Manager.  He has been the
person principally responsible for the day-to-day management of the Fund's
portfolio since December, 1992.  During the past five years, Mr. Wilby has
also served as an officer and portfolio manager for other
OppenheimerFunds, prior to which he was an international investment
strategist at Brown Brothers, Harriman & Co. and a Managing Director and
Portfolio Manager at AIG Global Investors.

   
     -  Fees and Expenses.  Under the Investment Advisory Agreement that
became effective June 27, 1994 the Fund pays the Manager the following
annual fees, which decline on additional assets as the Fund grows: 0.80%
of the first $250 million of aggregate net assets, 0.77% of the next $250
million, 0.75% of the next $500 million, 0.69% of the next $1 billion, and
0.67% of aggregate net assets in excess of $2 billion.  The Manager has
voluntarily agreed to reduce the management fee to which it is entitled
under the Agreement to 0.65% on assets in excess of $3.5 billion.  The
management fee rates that were in effect prior to June 27, 1994 were:
0.75% of the first $200 million of aggregate net assets, 0.72% of the next
$200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, 0.60% of the next $200 million and 0.57% of net assets over $1
billion.  The Fund's management fee for its last fiscal year ended
September 30, 1994, was 0.73% of average annual net assets for both its
Class A and Class B shares.     

     The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal fees and
auditing costs.  Those expenses are paid out of the Fund's assets and are
not paid directly by shareholders.  However, those expenses reduce the net
asset value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the investment advisory
agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.

     There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information. That section discusses how brokers and dealers are
selected for the Fund's portfolio transactions.  When deciding which
brokers to use, the Manager is permitted by the investment advisory
agreement to consider whether brokers have sold shares of the Fund or any
other funds for which the Manager serves as investment adviser. 

     -  The Distributor.  The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor. 
The Distributor also distributes the shares of other mutual funds managed
by the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.

     -  The Transfer Agent.  The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free number shown
below in this Prospectus and on the back cover.

Performance of the Fund

   
Explanation of Performance Terminology.  The Fund uses the terms "total
return" and "average annual total return" to illustrate its performance. 
 The performance of each class of shares is shown separately, because the
performance of each class will usually be different as a result of the
different kinds of expenses each class bears.  These returns measure the
performance of a hypothetical account in the Fund over various periods,
and do not show the performance of each shareholder's account (which will
vary if dividends are received in cash, or shares are sold or purchased). 
The Fund's performance information may help you see how well your Fund has
done over time and to compare it to other funds or market indices.
    

     It is important to understand that the Fund's total returns represent
past performance and should not be considered to be predictions of future
returns or performance.  This performance data is described below, but
more detailed information about how total returns are calculated is
contained in the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.

     -  Total Returns. There are different types of total returns used to
measure the Fund's performance.  Total return is the change in value of
a hypothetical investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are reinvested in additional
shares.  The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return
shows the average rate of return for each year in a period that would
produce the cumulative total return over the entire period.  However,
average annual total returns do not show the Fund's actual year-by-year
performance.

     When total returns are quoted for Class A shares, they reflect the
payment of the current maximum initial sales charge.  When total returns
are shown for Class B shares, they reflect the effect of the contingent
deferred sales charge that applies to the period for which total return
is shown.  Total returns may also be quoted "at net asset value," without
considering the effect of the sales charge, and those returns would be
reduced if sales charges were deducted.

How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended September 30, 1994,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.

   
     -  Management's Discussion of Performance.  During the last fiscal
year ended September 30, 1994, global stock markets were volatile.  The
Fund's performance benefited from the Manager's emphasis in securities of
companies located in Asia, Australia and in Latin America during the
fourth quarter of 1993.  However, the Manager reduced the Fund's
investments in Asia and Australia in early 1994 and invested a larger
portion of the Fund's assets defensively, in short-term debt securities,
because of concern that some global stocks were over-priced.  That
strategy allowed the Fund to diminish the impact of the market decline
which occurred in Asia and Australia in the first quarter of 1994.  In the
third quarter of 1994, the Manager increased the Fund's investments in
Asia and Australia and the Fund again benefited from a rally in those
markets.  The Fund also emphasized investments in companies with strong
earnings potential driven by strategic reorganizations, acquisitions,
divestitures, and the privatization of state-owned industries.  The
Manager also emphasized investments in securities of U.S. companies in the
technology sector.  The Fund's large investment in telecommunications and
bank securities of Mexican and Argentine companies during 1994 had a
negative effect on the Fund's performance because of downturns in those
markets.     

   
     -  Comparing the Fund's Performance to the Market. The chart below
shows the performance of a hypothetical $10,000 investment in each Class
of shares of the Fund held until September 30, 1994.  In the case of Class
A shares, performance is measured over a ten-year period, and in the case
of Class B shares, performance is measured from the inception of the Class
on August 17, 1993.       

     The Fund's performance is compared to the performance of the Morgan
Stanley World Index, an unmanaged index of issuers listed on the stock
exchanges of 20 foreign countries and the United States.  It is widely
recognized as a measure of global stock market performance.  Index
performance reflects the reinvestment of dividends but does not consider
the effect of capital gains or transaction costs, and none of the data
below shows the effect of taxes.  Also, the Fund's performance reflects
the deduction of the current maximum sales charge of 5.75% for Class A
shares, the maximum contingent deferred sales charge of 5% on Class B
shares, and reinvestment of all dividends and capital gains distributions,
and the effect of Fund business and operating expenses.  While index
comparisons may be useful to provide a benchmark for the Fund's
performance, it must be noted that the Fund's investments are not limited
to the securities in the Morgan Stanley World Index.  Moreover, the index
performance data does not reflect any assessment of the risk of the
investments included in the index.

Comparison of Change in Value
of $10,000 Hypothetical Investments in:
Oppenheimer Global Fund And
Morgan Stanley World Index

(Graph)
Past performance is not predictive of future performance.

Oppenheimer Global Fund

Avg. Annual Total Returns                  Avg. Annual Total Returns 
of the Fund at 9/30/94                     of the Fund at 9/30/94
- ----------------------------               -------------------------
A Shares   1 Year   5 Year   10 Year*      B Shares   1 Year   Life:**
- --------   ------   ------   -------       --------   ------   -----
           12.34%   9.55%    17.07%                   13.10%   16.29%


_____________________
 * The inception of the Fund (Class A shares) was 12/22/69.
** Class B shares of the Fund were first publicly offered on 8/17/93.


ABOUT YOUR ACCOUNT

How to Buy Shares

Classes of Shares. The Fund offers investors two different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

   
     -  Class A Shares.  If you buy Class A shares, you pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase Class A
shares as part of an investment of at least $1 million ($500,000 for
OppenheimerFunds prototype 401(k) plans) in shares of one or more
OppenheimerFunds, you will not pay an initial sales charge, but if you
sell any of those shares within 18 months of buying them, you may pay a
contingent deferred sales charge.  The amount of that sales charge will
vary depending on the amount you invested. Sales charges are described in
"Buying Class A Shares" below.     

   
     -  Class B Shares.  If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years of buying them, you will normally pay a contingent deferred sales
charge. That sales charge varies depending on how long you own your
shares.  It is described in "Buying Class B Shares" below.     

Which Class of Shares Should You Choose?  Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor.  The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time.  The most important factors are how much you plan to
invest, how long you plan to hold your investment, and whether you
anticipate exchanging your shares for shares of other OppenheimerFunds
(not all of which currently offer Class B shares).  If your goals and
objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another
class of shares.
   
     In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund.  We used the
sales charge rates that apply to Class A and B, considering the effect of
the annual asset-based sales charge on Class B expenses (which, like all
expenses, will affect your investment return).  For the sake of
comparison, we have assumed that there is a 10% rate of appreciation in
the investment each year.  Of course, the actual performance of your
investment cannot be predicted and will vary, based on the Fund's actual
investment returns and the operating expenses borne by each class of
shares, and which class you invest in.  The factors discussed below are
not intended to be investment advice or recommendations, because each
investor's financial considerations are different.  The discussion below
of the factors to consider in purchasing a particular class of shares
assumes that you will purchase only one class of shares and not a
combination of shares of different classes.     

     -  How Long Do You Expect to Hold Your Investment?  The Fund is
designed for long-term investment.  While future financial needs cannot
be predicted with certainty, knowing how long you expect to hold your
investment will assist you in selecting the appropriate class of shares. 
The effect of the sales charge over time, using our assumptions, will
generally depend on the amount invested.  Because of the effect of class-
based expenses, your choice will also depend on how much you invest.

     -  How Much Do You Plan to Invest? If you plan to invest a
substantial amount over the long term, the reduced sales charges available
for larger purchases of Class A shares may offset the effect of paying an
initial sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher expenses on Class B, for which no initial sales
charge is paid.  Additionally, dividends payable to Class B shareholders
will be reduced by the additional expenses borne solely by Class B, such
as the asset-based sales charge described below.  

   
     In general, if you plan to invest less than $100,000, Class B shares
may be more advantageous than Class A shares, using the assumptions in our
hypothetical example.  However, if you plan to invest more than $100,000
(not only in the Fund, but possibly in other OppenheimerFunds as well),
then Class A shares generally will be more advantageous than Class B,
because of the effect of the reduction of initial sales charges on larger
purchases of Class A shares (described in "Reduced Sales Charges for Class
A Share Purchases," below).  That is also the case because the annual
asset-based sales charge on Class B shares will have a greater impact on
larger investments than the initial sales charge on Class A shares due to
the reductions of initial Class A sales charge available for larger
purchases.     

   
     For investors who invest $500,000 or more, in most cases Class A
shares will be the more advantageous choice, no matter how long you intend
to hold your shares.  For that reason, the Distributor normally will not
accept purchase orders of $500,000 or more of Class B shares from a single
investor.     

     Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumptions stated above.  Therefore, these examples
should not be relied on as rigid guidelines.

   
     -  Are There Differences in Account Features That Matter to You? 
Because some account features may not be available to Class B
shareholders, or other features (such as Automatic Withdrawal Plans) might
not be advisable (because of the effect of the contingent deferred sales
charge) for Class B shareholders, you should carefully review how you plan
to use your investment account before deciding which class of shares to
buy.  Also, not all OppenheimerFunds currently offer Class B shares,
limiting exchangeability from the Fund.  Share certificates are not
available for Class B shares, and if you are considering using your shares
as collateral for a loan, that may be a factor to consider.     

   
     -  How Does It Affect Payments to My Broker?  A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than for selling another class.  It is important that investors
understand that the purpose of the Class B contingent deferred sales
charge and asset-based sales charge is the same as the purpose of the
front-end sales charge on sales of Class A shares, that is, to compensate
the Distributor for commissions it pays to dealers and financial
institutions for selling shares.     

How Much Must You Invest?  You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans.

          With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.

          Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.

          There is no minimum investment requirement if you are buying
shares by reinvesting dividends from the Fund or other OppenheimerFunds
(a list of them appears in the Statement of Additional Information, or you
can ask your dealer or call the Transfer Agent), or by reinvesting
distributions from unit investment trusts that have made arrangements with
the Distributor.
   
     -  How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.  When you buy shares, be sure
to specify Class A or Class B shares.  If you do not choose, your
investment will be made in Class A shares.     

     -  Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

     -  Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217.  If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares.  However, it
is recommended that you discuss your investment first with a financial
advisor, to be sure that it is appropriate for you.

   
     -  Buying Shares Through OppenheimerFunds AccountLink.  You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member.  You can then transmit funds electronically to purchase shares,
to have the Transfer Agent send redemption proceeds, or to transmit
dividends and distributions.      

     Shares are purchased for your account on the regular business day the
Distributor is instructed by you to initiate the ACH transfer to buy
shares.  You can provide those instructions automatically, under an Asset
Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. You should request
AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.

     -  Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.

     -  At What Price Are Shares Sold?  Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado.  In most cases, to enable you to
receive that day's offering price, the Distributor must receive your order
by the time of day The New York Stock Exchange closes, which is normally
4:00 P.M., New York time, but may be earlier on some days (all references
to time in this Prospectus mean "New York time").  The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day"). 

     If you buy shares through a dealer, the dealer must receive your
order by the close of The New York Stock Exchange, on a regular business
day and transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.

Buying Class A Shares.  Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge.  However,
in some cases, described below, purchases are not subject to an initial
sales charge, and the offering price will be the net asset value. In some
cases, reduced sales charges may be available, as described below.  Out
of the amount you invest, the Fund receives the net asset value to invest
for your account.  The sales charge varies depending on the amount of your
purchase.  A portion of the sales charge may be retained by the
Distributor and allocated to your dealer. The current sales charge rates
and commissions paid to dealers and brokers 
are as follows:

<TABLE>
<CAPTION>

                          Front-End        Front-End
                          Sales Charge     Sales Charge      Commission
                          as Percentage    as Percentage     as Percentage
Amount of                 of Offering      of Amount         of Offering
Purchase                  Price            Invested          Price
- ---------                 -------------    -------------     -------------
<S>                       <C>              <C>               <C>

Less than $25,000         5.75%            6.10%             4.75%

$25,000 or more but
less than $50,000         5.50%            5.82%             4.75%

$50,000 or more but
less than $100,000        4.75%            4.99%             4.00%

$100,000 or more but
less than $250,000        3.75%            3.90%             3.00%

$250,000 or more but
less than $500,000        2.50%            2.56%             2.00%

$500,000 or more but
less than $1 million      2.00%            2.04%             1.60%

- ---------------------
<FN>
The Distributor reserves the right to reallow the entire commission to dealers.  If that occurs, the dealer may be considered an
"underwriter" under Federal securities laws.
</TABLE>

   
     -  Class A Contingent Deferred Sales Charge.  There is no initial
sales charge on purchases of Class A shares of any one or more of the
OppenheimerFunds in the following cases:      

   
     -- Purchases aggregating $1 million or more; or

     -- Purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more, or (2) has, at the time of purchase,
100 or more eligible participants, or (3) certifies that it projects to
have annual plan purchases of $200,000 or more.
    

     Shares of any of the OppenheimerFunds that offers only one class of
shares that has no designation are considered "Class A" shares for this
purpose.  The Distributor pays dealers of record commissions on those
purchases in an amount equal to the sum of 1.0% of the first $2.5 million,
plus 0.50% of the next $2.5 million, plus 0.25% of purchases over $5
million. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000, for purchases by
OppenheimerFunds prototype 401(k) plans) that were not previously subject
to a front-end sales charge and dealer commission.       

     If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
the aggregate net asset value of either (1) the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less. 
However, the Class A contingent deferred sales charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer
on all Class A shares of all  OppenheimerFunds you purchased subject to
the Class A contingent deferred sales charge. 

     In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to  the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them.  The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below. 

     No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below).  However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
sales charge will apply.

     -  Special Arrangements With Dealers.  The Distributor may advance
up to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients.  Dealers whose sales of Class A shares of OppenheimerFunds (other
than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales. 

Reduced Sales Charges for Class A Share Purchases.  You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:
   
     -  Right of Accumulation.  To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your
spouse can add together Class A and Class B shares you purchase for your
individual accounts, or jointly, or for trust or custodial accounts on
behalf of your children who are minors. A fiduciary can count all shares
purchased for a trust, estate or other fiduciary account (including one
or more employee benefit plans of the same employer) that has multiple
accounts.     
   
     Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other OppenheimerFunds to reduce the sales
charge rate that applies to current purchases of Class A shares.  You can
also include Class A and Class B shares of OppenheimerFunds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the
OppenheimerFunds. The value of those shares will be based on the greater
of the amount you paid for the shares or their current value (at offering
price).  The OppenheimerFunds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Distributor. The reduced sales charge will apply only to current purchases
and must be requested when you buy your shares.     

   
     -  Letter of Intent.  Under a Letter of Intent, if you purchase Class
A shares or Class A shares and Class B shares of the Fund and other
OppenheimerFunds during a 13-month period, you can reduce the sales charge
rate that applies to your purchases of Class A shares.  The total amount
of your intended purchases of both Class A and Class B shares will
determine the reduced sales charge rate for the Class A shares purchased
during that period.  This can include purchases made up to 90 days before
the date of the Letter.  More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional Information.
    
   
     -  Waivers of Class A Sales Charges.  The Class A sales charges are
not imposed in the circumstances described below.  There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.      
   
     Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.  Class A shares purchased by the following investors are not
subject to any Class A sales charges:     

     -- the Manager or its affiliates; 

     -- present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;

     -- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose; 

     -- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees; 

     -- employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children); 

     -- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor providing specifically for
the use of shares of the Fund in particular investment products made
available to their clients; or 

     -- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor to sell shares to defined
contribution employee retirement plans for which the dealer, broker or
investment adviser provides administration services.

     Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions.  Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

     -- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;

     -- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;

     -- shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other OppenheimerFunds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor; or
   
     -- shares purchased and paid for with the proceeds of shares redeemed
in the past 12 months from a mutual fund (other than a fund managed by the
Manager or any of its subsidiaries) on which an initial sales charge or
contingent sales charge was paid (this waiver also applies to shares
purchased by exchange of shares of Oppenheimer Money Market Fund, Inc.
that were purchased and paid for in this manner); this waiver must be
requested when the purchase order is placed for your shares of the Fund,
and the Distributor may require evidence of your qualification for this
waiver.      

   
     Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions . The Class A contingent deferred sales charge is also waived
if shares that would otherwise be subject to the contingent deferred sales
charge are redeemed in the following cases:     

   
     -- for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans");
    
     -- to return excess contributions made to Retirement Plans;

     -- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
   
     -- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below); or     
   
     -- if, at the time a purchase order is placed for Class A shares that
would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees in writing to accept the dealer's portion of the
commission payable on the sale in installments of 1/18th of the commission
per month (and no further commission will be payable if the shares are
redeemed within 18 months of purchase); or     
   
     -- for distributions from OppenheimerFunds prototype 401(k) plans for
any of the following cases or purposes: (1) following death or disability
(as defined in the Internal Revenue Code) of the participant or
beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.     

     -  Service Plan for Class A Shares.  The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
shareholder accounts that hold Class A shares.  Reimbursement is made
quarterly at an annual rate that may not exceed 0.25% of the average
annual net assets of Class A shares of the Fund.  The Distributor uses all
of those fees to compensate dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance of
accounts of their customers that hold Class A shares and to reimburse
itself (if the Fund's Board of Trustees authorizes such reimbursements,
which it has not yet done) for its other expenditures under the Plan.

     Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers.  The payments under the Plan
increase the annual expenses of Class A shares. For more details, please 
refer to "Distribution and Service Plans" in the Statement of Additional
Information.

Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds.  That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by an increase in
net asset value over the initial purchase price (including increases due
to the reinvestment of dividends and capital gains distributions). The
Class B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.

     To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.

     The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

                                        Contingent Deferred Sales Charge
Years Since Beginning of Month In       on Redemptions in that Year
Which Purchase Order Was Accepted       (As % of Amount Subject to Charge)
- ---------------------------------       ----------------------------------
0 - 1                                   5.0%
1 - 2                                   4.0%
2 - 3                                   3.0%
3 - 4                                   3.0%
4 - 5                                   2.0%
5 - 6                                   1.0%
6 and following                         None

     In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.
   
     -  Waivers of Class B Sales Charge.  The Class B contingent deferred
sales charge will not be applied to shares purchased in certain types of
transactions nor will it apply to Class B shares redeemed in certain
circumstances as described below.  The reasons for this policy are in
"Reduced Sales Charges" in the Statement of Additional Information.  
    

     Waivers for Redemptions in Certain Cases.  The Class B contingent
deferred sales charge will be waived for redemptions of shares in the
following cases:

     -- distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal
Plan after the participant reaches age 59-1/2, as long as the payments are
no more than 10% of the account value annually (measured from the date the
Transfer Agent receives the request), or (b) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must have occurred after the
account was established); 

     -- redemptions from accounts other than Retirement Plans following
the death or disability of the shareholder (the death or disability must
have occurred after the account was established, and for disability you
must provide evidence of a determination of disability by the Social
Security Administration);

     -- returns of excess contributions to Retirement Plans;

     -- distributions from IRAs (including SEP-IRAs and SAR/SEP accounts)
before the participant is age 59-1/2, and distributions from 403(b)(7)
custodial plans or pension or profit sharing plans before the participant
is age 59-1/2 but only after the participant has separated from service,
if the distributions are made in substantially equal periodic payments
over the life (or life expectancy) of the participant or the joint lives
(or joint life and last survivor expectancy) of the participant and the
participant's designated beneficiary (and the distributions must comply
with other requirements for such distributions under the Internal Revenue
Code and may not exceed 10% of the account value annually, measured from
the date the Transfer Agent receives the request);
   
     -- shares redeemed involuntarily, as described in "Shareholder
Account Rules and Policies," below; or     
   
     -- distributions from OppenheimerFunds prototype 401(k) plans (1) for
hardship withdrawals; (2) under a Qualified Domestic Relations Order, as
defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal Revenue Code; (4) to make
"substantially equal periodic payments" as described in Section 72(t) of
the Internal Revenue Code; or (5) for separation from service.     

     Waivers for Shares Sold or Issued in Certain Transactions.  The
contingent deferred sales charge is also waived on Class B shares sold or
issued in the following cases: 

     -- shares sold to the Manager or its affiliates; 
     -- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or 
     -- shares issued in plans of reorganization to which the Fund is a
party.

     -  Automatic Conversion of Class B Shares.  72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A and Class
B Shares" in the Statement of Additional Information.

     -  Distribution and Service Plan for Class B Shares.  The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for its services and costs in distributing Class B shares
and servicing accounts. Under the Plan, the Fund pays the Distributor an
annual "asset-based sales charge" of 0.75% per year on Class B shares that
are outstanding for 6 years or less.  The Distributor also receives a
service fee of 0.25% per year.  Both fees are computed on the average
annual net assets of Class B shares, determined as of the close of each
regular business day. The asset-based sales charge allows investors to buy
Class B shares without a front-end sales charge while allowing the
Distributor to compensate dealers that sell Class B shares. 

     The Distributor uses the service fee to compensate dealers for
providing personal services for accounts that hold Class B shares.  Those
services are similar to the services provided under the Class A Service
Plan, described above.  The asset-based sales charge and service fees
increase Class B expenses by up to 1.00% of average net assets per year.

     The Distributor pays the 0.25% service fee to dealers in advance for
the first year, after Class B shares have been sold by the dealer. After
the shares have been held for a year, the Distributor pays the fee on a
quarterly basis. The Distributor pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale.  The
Distributor retains the asset-based sales charge to recoup the sales
commissions it pays, the advances of service fee payments it makes, and
its financing costs. 

     The Distributor's actual expenses in selling Class B shares may be
more than the payments it receives from contingent deferred sales charges
collected on redeemed shares and from the Fund under the Distribution and
Service Plan for Class B shares.  Therefore, those expenses may be carried
over and paid in future years.  At September 30, 1994, the end of the Plan
year, the Distributor had incurred unreimbursed expenses under the Plan
of $7,186,104 (equal to 3.85% of the Fund's net assets represented by
Class B shares on that date), which have been carried over into the
present Plan year.  If the Plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales
charge to the Distributor for expenses it incurred before the Plan was
terminated.


Special Investor Services

AccountLink.  OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions.  These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

     AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges by sending signature-guaranteed
instructions to the Transfer Agent. AccountLink privileges will apply to
each shareholder listed in the registration on your account as well as to
your dealer representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank
account information must be made by signature-guaranteed instructions to
the Transfer Agent signed by all shareholders who own the account.

     -  Using AccountLink to Buy Shares.  Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457.  The purchase payment will be debited from
your bank account.

     -  PhoneLink.  PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

     -    Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310.  You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

     -    Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number.  Please refer to "How
to Exchange Shares," below, for details.

     -    Selling Shares.  You can redeem shares by telephone
automatically by calling the PhoneLink number and the Fund will send the
proceeds directly to your AccountLink bank account.  Please refer to "How
to Sell Shares," below, for details.

Automatic Withdrawal and Exchange Plans.  The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
  
     -  Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone.  You should consult the
Application and Statement of Additional Information for more details.
   
     -  Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange automatically an amount you establish in advance for shares of
up to five other OppenheimerFunds on a monthly, quarterly, semi-annual or
annual basis under an Automatic Exchange Plan.  The minimum purchase for
each OppenheimerFunds account is $25.  These exchanges are subject to the
terms of the Exchange Privilege, described below.     
   
Reinvestment Privilege.  If you redeem some or all of your Class A or
Class B shares of the Fund, you have up to 6 months to reinvest all or
part of the redemption proceeds in Class A shares of the Fund or other
OppenheimerFunds without paying a sales charge. This privilege applies to
Class A shares that you purchased with an initial sales charge and to
Class A or B shares on which you paid a contingent deferred sales charge
when you redeemed them.  It does not apply to Class C shares. You must be
sure to ask the Distributor for this privilege when you send your payment.
Please consult the Statement of Additional Information for more details.
    

Retirement Plans.  Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:

     -    Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses

     -    403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations

     -    SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP-IRAs

     -    Pension and Profit-Sharing Plans for self-employed persons and
other employers 
   
     -    401(k) prototype retirement plans for businesses     

     Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications. 


How to Sell Shares

     You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares.  Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent.  The Fund offers you
a number of ways to sell your shares: in writing or by telephone.  You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.

     -  Retirement Accounts.  To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.

     -  Certain Requests Require a Signature Guarantee.  To protect you
and the Fund from fraud, certain redemption requests must be in writing
and must include a signature guarantee in the following situations (there
may be other situations also requiring a signature guarantee):

     -    You wish to redeem more than $50,000 worth of shares and receive
a check
     -    A redemption check is not payable to all shareholders listed on
the account statement
     -    A redemption check is not sent to the address of record on your
statement
     -    Shares are being transferred to a Fund account with a different
owner or name
     -    Shares are redeemed by someone other than the owners (such as
an Executor)
     
     -  Where Can I Have My Signature Guaranteed?  The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing on behalf of a corporation, partnership or other business, or
as a fiduciary, you must also include your title in the signature.

Selling Shares by Mail.  Write a "letter of instructions" that includes:
     
     -    Your name
     -    The Fund's name
     -    Your Fund account number (from your account statement)
     -    The dollar amount or number of shares to be redeemed
     -    Any special payment instructions
     -    Any share certificates for the shares you are selling, 
   
     -    The signatures of all registered owners exactly as the account
is registered, and     
     -    Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.

Use the following address for requests by mail:     
   Oppenheimer Shareholder Services
   P.O. Box 5270, Denver, Colorado 80217

Send courier or Express Mail requests to:
   Oppenheimer Shareholder Services
   10200 E. Girard Avenue, Building D
   Denver, Colorado 80231

Selling Shares by Telephone.  You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  You may not redeem
shares held in an OppenheimerFunds retirement plan or under a share
certificate by telephone.

     -    To redeem shares through a service representative, call 1-800-
852-8457
     -    To redeem shares automatically on PhoneLink, call 1-800-533-3310

     Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.  

     -  Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in any 7-day period.  The check must be payable to all
owners of record of the shares and must be sent to the address on the
account statement.  This service is not available within 30 days of
changing the address on an account.
   
     -  Telephone Redemptions Through AccountLink or By Wire.  There are
no dollar limits on telephone redemption proceeds sent to a bank account
designated when you establish AccountLink. Normally the ACH wire to your
bank is initiated on the business day after the redemption.  You do not
receive dividends on the proceeds of the shares you redeemed while they
are waiting to be wired.     
   
     Shareholders may also have the Transfer Agent send redemption
proceeds of $2,500 or more by Federal Funds wire to a designed commercial
bank account.  The bank must be a member of the Federal Reserve wire
system.  There is a $10 fee for each Federal Funds wire.  To place a wire
redemption request, call the Transfer Agent at 1-800-852-8457.  The wire
will normally be transmitted on the next bank business day after the
shares are redeemed.  There is a possibility that the wire may be delayed
up to seven days to enable the Fund to sell securities to pay the
redemption proceeds.  No dividends are accrued or paid on the proceeds of
shares that have been redeemed and are awaiting transmittal by wire.  To
establish wire redemption privileges on an account that is already
established, please contact the Transfer Agent for instructions.
    

Selling Shares Through Your Dealer.  The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers.  Brokers or dealers may charge for that service.  Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.

How to Exchange Shares

     Shares of the Fund may be exchanged for shares of certain
OppenheimerFunds at net asset value per share at the time of exchange,
without sales charge. To exchange shares, you must meet several
conditions:

     -    Shares of the fund selected for exchange must be available for
sale in your state of residence
     -    The prospectuses of this Fund and the fund whose shares you want
          to buy must offer the exchange privilege
     -    You must hold the shares you buy when you establish your account
          for at least 7 days before you can exchange them; after the
          account is open 7 days, you can exchange shares every regular
          business day
     -    You must meet the minimum purchase requirements for the fund you
purchase by exchange
     -    Before exchanging into a fund, you should obtain and read its
prospectus

     Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund.  At
present, not all of the OppenheimerFunds offer the same classes of shares.
If a fund has only one class of shares that does not have a class
designation, they are "Class A" shares for exchange purposes. Certain
OppenheimerFunds offer Class A shares and Class B or Class C shares, and
a list can be obtained by calling the Distributor at 1-800-525-7048.  In
some cases, sales charges may be imposed on exchange transactions.  Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

     Exchanges may be requested in writing or by telephone:

     -  Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account.  Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

     -  Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address.  Shares held under certificates may not
be exchanged by telephone.

     You can find a list of OppenheimerFunds currently available for
exchanges in the Statement of Additional Information or obtain one by
calling a service representative at 1-800-525-7048.  That list can change
from time to time.  

     There are certain exchange policies you should be aware of:
   
     -    Shares are normally redeemed from one fund and purchased from
the other fund in the exchange transaction on the same regular business
day on which the Transfer Agent receives an exchange request that is in
proper form by the close of The New York Stock Exchange that day, which
is normally 4:00 P.M., but may be earlier on some days.  However, either
fund may delay the purchase of shares of the fund you are exchanging into
up to seven days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the sale of portfolio securities at a time or price
disadvantageous to the Fund.     

     -    Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

     -    The Fund may amend, suspend or terminate the exchange privilege
at any time.  Although the Fund will attempt to provide you notice
whenever it is reasonably able to do so, it may impose these changes at
any time.

     -    For tax purposes, exchanges of shares involve a redemption of
the shares of the fund you own and a purchase of shares of the other fund,
which may result in a capital gain or loss.  For more information about
taxes affecting exchanges, please refer to "How to Exchange Shares" in the
Statement of Additional Information.

     -    If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
     
     The Distributor has entered into agreements with certain dealers and
investment advisers permitting them to exchange their clients' shares by
telephone.  These privileges are limited under those agreements and the
Distributor has the right to reject or suspend those privileges.  As a
result, those exchanges may be subject to notice requirements, delays and
other limitations that do not apply to shareholders who exchange their
shares directly by calling or writing to the Transfer Agent.     

Shareholder Account Rules and Policies

     -  Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange on each regular business
day by dividing the value of the Fund's net assets attributable to a class
by the number of shares of that class that are outstanding.  The Fund's
Board of Trustees has established procedures to value the Fund's
securities to determine net asset value.  In general, securities values
are based on market value.  There are special procedures for valuing
illiquid and restricted securities, obligations for which market values
cannot be readily obtained, and call options and hedging instruments. 
These procedures are described more completely in the Statement of
Additional Information.

     -  The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Trustees at any time the Board believes it
is in the Fund's best interest to do so.

     -  Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time.  If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.

     -  The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures  to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing.  If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine.  If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.

     -  Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.

     -  Dealers that can perform account transactions for their clients
by participating in NETWORKING  through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.
   
     -  The redemption price for shares will vary from day to day because
the values of the securities in the Fund's portfolio fluctuate, and the
redemption price, which is the net asset value per share, will normally
be different for Class A and Class B shares. Therefore, the redemption
value of your shares may be more or less than their original cost.     

     -  Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments.  The Transfer Agent may
delay forwarding a check or processing a payment via AccountLink for
recently purchased shares, but only until the purchase payment has
cleared.  That delay may be as much as 10 days from the date the shares
were purchased.  That delay may be avoided if you purchase shares by
certified check or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.

     -  Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

     -  Under unusual circumstances, shares of the Fund may be redeemed
"in kind", which means that the redemption proceeds will be paid with
securities from the Fund's portfolio.  Please refer to "How to Sell
Shares" in the Statement of Additional Information for more details.

     -  "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.

     -  The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee.  That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent. 
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charge when redeeming certain Class
A and Class B shares.

     -  To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records. 
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

Dividends, Capital Gains and Taxes
   
Dividends.  The Fund declares dividends separately for Class A and Class
B shares from net investment income, if any, on an annual basis and
normally pays those dividends to shareholders in December, but the Board
of Trustees can change that date.  The Board may also cause the Fund to
declare dividends after the close of the Fund's fiscal year (which ends
September 30th).  Because the Fund does not have an objective of seeking
current income, the amounts of dividends it pays, if any, will likely be
small.  Dividends paid on Class A shares will generally be higher than for
Class B shares because expenses allocable to Class B shares will generally
be higher than for Class A shares. There is no fixed dividend rate and
there can be no assurance that the Fund will pay any dividends.     

Capital Gains.  The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of capital gains following the end of its
fiscal year.  Long-term capital gains will be separately identified in the
tax information the Fund sends you after the end of the year.  Short-term
capital gains are treated as dividends for tax purposes.  There can be no
assurance that the Fund will pay any capital gains distributions in a
particular year.

Distribution Options.  When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested. 
For other accounts, you have four options:

     -    Reinvest All Distributions in the Fund. You can elect to
reinvest all dividends and long-term capital gains distributions in
additional shares of the Fund.

     -    Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
     -    Receive All Distributions in Cash. You can elect to receive a
check for all dividends and long-term capital gains distributions or have
them sent to your bank on AccountLink.
     -    Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders.  It does not matter how long you held your
shares.  Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income.  Distributions are subject to
federal income tax and may be subject to state or local taxes.  Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of all taxable distributions
you received in the previous year.
   
     When more than 50% of its assets are invested in foreign securities 
at the end of any fiscal year, the Fund may elect that Section 853 of the
Internal Revenue Code will apply to it to permit shareholders to take a
credit (or a deduction) on their own federal income tax returns for
foreign taxes paid by the Fund.  "Dividends, Capital Gains and Taxes" in
the Statement of Additional Information contains further information about
this tax provision.     

     -  "Buying a Dividend": When a fund goes ex-dividend, its share price
is reduced by the amount of the distribution.  If you buy shares on or
just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

     -  Taxes on Transactions: Share redemptions, including redemptions
for exchanges, are subject to capital gains tax.  Generally speaking, a
capital gain or loss is the difference between the price you paid for the
shares and the price you received when you sold them.

     -  Returns of Capital: In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders. 
If that occurs, it will be identified in notices to shareholders.  A non-
taxable return of capital may reduce your tax basis in your Fund shares.

     This information is only a summary of certain federal tax information
about your investment.  More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.

<PAGE>

APPENDIX TO PROSPECTUS OF 
OPPENHEIMER GLOBAL FUND



Graphic material included in Prospectus of Oppenheimer Global Fund:
"Comparison of Change in Value of $10,000 Hypothetical Investments in
Oppenheimer Global Fund and the Morgan Stanley World Index."

A linear graph will be included in the Prospectus of Oppenheimer Global
Fund (the "Fund") depicting the initial account value and subsequent
account value of a hypothetical $10,000 investment in (i) Class A shares
of the Fund during the past 10 fiscal years and (ii) Class B shares of the
Fund during the period August 17, 1994 (first public offering of Class B
shares) to September 30, 1993, in each case comparing such values with the
same investment over the same time periods in the Morgan Stanley World
Index.  Set forth below are the relevant data points that will appear on
the linear graph.  Additional information with respect to the foregoing,
including a description of the Morgan Stanley World Index, is set forth
in the Prospectus under "Performance of the Fund - Management's Discussion
of Performance."  

<TABLE>
<CAPTION>

     Fiscal Year         Oppenheimer            Morgan Stanley
     Ended               Global Fund            World Index
     -----------         -----------            --------------
     <S>                 <C>                    <C>
                         Class A    
                         -------
     09/30/84             9,425                 10,000
     09/30/85            10,556                 12,406
     09/30/86            17,695                 19,625
     09/30/87            27,011                 28,187
     09/30/88            20,214                 26,369
     09/30/89            28,879                 33,004
     09/30/90            29,107                 25,888
     09/30/91            36,007                 32,239
     09/30/92            34,466                 31,913
     09/30/93            40,557                 38,372
     09/30/94            48,341                 41,273

                         Class B
                         -------
08/17/93                 10,000                 10,000
09/30/93                 10,364                  9,813
09/30/94                 11,841                 10,555   

</TABLE>


Oppenheimer Global Fund
Two World Trade Center
New York, New York 10048-0203
1-800-525-7048

Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203

Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Gordon Altman Butowsky
  Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036

No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, Oppenheimer Management
Corporation, Oppenheimer Funds Distributor, Inc. or any affiliate thereof. 
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such an offer in such state.



PR0330.001.0195 *Printed on recycled paper













OPPENHEIMER
Global Fund


Prospectus



Effective February 1, 1995 
   
Revised July 20, 1995
    

(OppenheimerFunds Logo)

<PAGE>

OPPENHEIMER
Global Fund



Prospectus and
New Account Application


Effective February 1, 1995
   
Revised July 20, 1995
    













(OppenheimerFunds Logo)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission