OPPENHEIMER FUND
N-30D, 1994-03-09
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Oppenheimer Fund
Semi-Annual Report December 31, 1993

(Openheimer Logo)

(Graphic image of man and boy walking in country)

"I want long-term growth from my investments.
"This Fund's focus on companies with strong potential is right for me 
and my growing family."

<PAGE>

Fund Facts

In this report:

Answers to three questions you should ask your Fund's managers.

* Does the prospect of healthcare reform have any impact on the make-up of the
portfolio?

* Where were the most attractive buying opportunities found?

* Is the Fund diversifying into foreign stocks?


Five Facts Every Shareholder Should Know About
Oppenheimer Fund

1 The Fund's primary objective is to seek capital appreciation. Its secondary
objective is to seek income consistent with growth in capital.

2 The Fund's total return at net asset value for Class A shares was 9.46% for
the six months ended December 31, 1993. For the one-year period ended on that
date, that figure for Class A shares was 15.32%.(1)

3 While the Fund invests largely in common stocks, its managers have the
flexibility to take advantage of opportunities in other securities, including
preferred stocks and convertible issues.

4 The Fund's top five stock holdings on December 31 were:(2)
U.S. Healthcare, Inc. An established East Coast health maintenance 
organization (HMO).
Mattel, Inc. A well-known designer, manufacturer and marketer of toys.
Intel Corp. The premier producer of semiconductor chips for the computer
industry.
Xerox Corp. The leading manufacturer, lessor, and servicer of copiers and other
office machines.
Nestle SA. One of the world's leading food companies.

5 We make strategic use of several investment styles in managing the portfolio--
growth investing, value investing, yield investing, contrarian investing, and
international investing. As a result, we're positioned to deliver attractive
returns no matter what kind of stocks or investment styles are in or out of
favor at any given time."
Portfolio Manager, Richard Rubinstein, December 31, 1993

1. Based on the change in net asset value per Class A share from 6/30/93 and
12/31/92 to 12/31/93. The Fund's average annual total returns for Class A
shares, after deducting the current maximum sales charge of 5.75%, for the 1-,
5-, and 10-year periods ended 12/31/93 were 8.69%, 12.40%, and 8.23%,
respectively. Certain Class C share performance data is not yet available, as
Class C shares were first publicly offered 12/1/93. All figures assume
reinvestment of dividends and capital gains distributions. The Fund's maximum
sales charge rate  was higher during a portion of the periods shown, and actual
investment results will be different as a result of that change.
2. The Fund's portfolio is subject to change.
Past performance is not indicative of future results. An investment in the Fund
will fluctuate in value so that an investor's shares, when redeemed, may be
worth more or less than the original cost.


2 Oppenheimer Fund

<PAGE>

Report to Shareholders

Performance
In Perspective
Total return for periods
ended December 31, 1993

                 6 Mos.   1 Year
Oppenheimer      9.46%    15.32%
Fund A
(at NAV)(3)
S&P 500          4.95%    10.06%
Index (4)

Oppenheimer Fund continued to meet its objectives well during the six months
ended December 31, providing Class A shareholders with a total return at net
asset value of 9.46%.(3) For the year ended December 31, the Fund's total return
for Class A shares at net asset value was 15.32%(3), well ahead of the return 
from the stock market in general as measured by the S&P 500 Index.(4)

During the period, the Fund benefited from the strengthening U.S. economy,
continued low inflation and interest rates, and marked improvements in corporate
earnings. In pursuing the Fund's objectives in a market where stock prices seem
somewhat stretched, however, we continued to diversify the portfolio broadly by
investment style and industry sector, an approach that historically has produced
above-average returns while reducing risk.

During the period, we realigned our healthcare holdings to reflect any impact we
expect healthcare reform might have on these companies. We sorted through the
stocks in the portfolio carefully, retaining those that, in our view, can
contribute to the Fund's performance through innovative drug-delivery systems,
important new products, or attractive dividend yields.

We also continued to invest both in promising companies that are currently out
of favor with many investors, such as Philip Morris and Eastman Kodak, and
companies in the technology sector. In addition to buying stocks of highly
visible companies like Microsoft, Novell, and Synoptics when their stock prices
weakened, we invested in several lesser-known companies that are creating
innovative software for the business marketplace.

Beyond these investments, we also found attractive opportunities in interactive
technologies, taking positions in NEXTEL and AT&T, both companies that are in
the process of creating powerful interactive communications groups.

Finally, we continued to build the Fund's international position, both to
diversify our holdings and to capitalize on the prospects for strong economic
growth offshore. While most of our holdings are in Europe, we recently took
advantage of several opportunities in the Pacific Rim.

Looking ahead, we believe that the Fund is well positioned to provide attractive
returns. Inflation and interest rate levels in the U.S. are low today and should
remain so for the foreseeable future. As a result, we expect the Fund's
performance to keep pace with improvements in the economy and corporate
earnings.

We appreciate the confidence you have placed in Oppenheimer Fund, and we look
forward to continuing to help you meet your investment goals in the future.

(Signature of Donald W. Spiro)
Donald W. Spiro
President, Oppenheimer Fund
January 21, 1994

3. See footnote 1, page 2.
4. The S&P 500 Index is an unmanaged index of common stocks that is widely
recognized as an indicator of overall market performance. The S&P 500 Index
includes dividend reinvestments but does not take capital gains distributions
into consideration.


3    Oppenheimer Fund

<PAGE>
<TABLE>
<CAPTION>
                                   Statement of Investments  December 31, 1993 (Unaudited)
                                                                                                   Face         Market Value
                                                                                                 Amount           See Note 1
<S>                                <S>                                                      <C>                  <C> 
Repurchase Agreements--8.0%
                                   Repurchase agreement with First Chicago Capital Markets,
                                   3.13%, dated 12/31/93 and maturing 1/3/94, collateralized 
                                   by U.S. Treasury Bonds,3.875%, 4/30/95, with a value 
                                   of $18,872,861 (Cost $18,500,000)                        $18,500,000          $18,500,000
Corporate Bonds and Notes--0.5%
                                   Mediq, Inc., 7.50% Exch. Sub. Debs., 7/15/03
                                   (Cost $1,100,000)                                          1,100,000            1,057,375

                                                                                                 Shares                     
Preferred Stocks--1.7%             
                                   Alumax, Inc., $4.00 Cv., Series A                              7,333              722,301
                                   Chiquita Brands International, Inc., $1.28
                                    Depositary Shares(1)                                         45,000              613,125
                                   Cyprus Amax Minerals Co., $4.00 Cv., Series A                 14,667              953,355
                                   Dairy Farm International Holdings Ltd., $65.00 Cv.(2)             40               61,600
                                   Delta Airlines, Inc., $3.50 Cv. Depositary Shares,
                                    Series C(1)                                                  27,500            1,471,250
                                   Total Preferred Stocks (Cost $3,248,300)                                        3,821,631
Common Stocks--90.8%
Basic Materials--5.0%
Chemicals--1.1%                    biosys(1)                                                     40,000              230,000
                                   Hauser Chemical Research, Inc.(1)                             56,000              448,000
                                   Praxair, Inc.                                                 55,500              922,687
                                   Sybron Chemical Industries, Inc.(1)                           47,000            1,133,875
                                                                                                                   2,734,562

Chemicals: Diversified--1.6%       ARCO Chemical Co.                                             28,200            1,219,650
                                   Bayer AG, ADR                                                 11,300            2,384,300
                                                                                                                   3,603,950

Chemicals: Specialty--0.3%         Goldschmidt (T.H.) AG                                          1,875              750,418
Gold--0.1%                         Arimetco International, Inc.(1)                              219,100              306,153
Metal: Miscellaneous--0.8%         Brush Wellman, Inc.                                          133,000            1,895,250
Steel--1.1%                        Inland Steel Industries, Inc.(1)                              72,000            2,385,000
Consumer Cyclicals--16.3%
Auto Parts: After Market--0.3%     Hi-Lo Automotive, Inc.(1)                                     66,000              651,750
Broadcast Media--2.2%              Comcast Corp., Cl. A Special                                  84,500            3,042,000
                                   Grupo Televisa SA, ADS(2)                                     28,800            2,016,000
                                                                                                                   5,058,000

Entertainment--2.4%                Disney (Walt) Co.(3)                                          31,500            1,342,687
                                   King World Productions, Inc.(1)(3)                            46,700            1,792,112
                                   Paramount Communications, Inc.(3)                             15,000            1,160,625
                                   WMS Industries, Inc.(1)(3)                                    40,000            1,150,000
                                                                                                                   5,445,424


4 Oppenheimer Fund
<PAGE>
                                                                                                                Market Value
                                                                                                 Shares           See Note 1
Leisure Time--1.3%                 Caesar's World, Inc.(1)                                       25,200           $1,345,050
                                   Eastman Kodak Co.(1)                                          17,500              980,000
                                   International Game Technology                                 20,000              590,000
                                                                                                                   2,915,050

Publishing--2.0%                   Time Warner, Inc.                                             62,000            2,743,500
                                   Wolters Kluwer NV                                             27,450            1,734,106
                                                                                                                   4,477,606

Restaurants--0.6%                  Quantum Restaurant Group, Inc.                               114,500            1,402,625
Retail: Specialty--2.7%            Blockbuster Entertainment Corp.(3)                            65,000            1,990,625
                                   CML Group, Inc.                                               26,000              614,250
                                   Inacom Corp.(1)                                               75,000            1,012,500
                                   Service Merchandise Co.(1)                                    50,200              502,000
                                   Venture Stores, Inc.                                          83,600            1,954,150
                                                                                                                   6,073,525

Retail Stores: General             Centros Comerciales Pryca                                     20,000              264,474
Merchandise Chains--0.4%           Costco Wholesale Corp.                                        37,000              712,250
                                                                                                                     976,724

Shoes--1.1%                        Baker (J.), Inc.                                             141,800            2,481,500
Textiles: Apparel                  Authentic Fitness Corp.(1)                                    40,000            1,125,000
Manufacturers--0.9%                Warnaco Group, Inc. (The), Cl. A(1)                           33,500            1,017,562
                                                                                                                   2,142,562

Toys--2.4%                         Mattel, Inc.                                                 170,000            4,696,250
                                   Nintendo Co.                                                  14,000              900,676
                                                                                                                   5,596,926
Consumer Non-Cyclicals--18.3%
Beverages: Alcoholic--0.6%         Guinness PLC                                                 182,000            1,285,760
Beverages: Soft Drinks--0.6%       Whitman Corp.                                                 83,900            1,363,375
Cosmetics--0.8%                    Avon Products, Inc.(3)                                        38,100            1,852,612
Drugs--2.4%                        Agouron Pharmaceuticals, Inc.(1)                              24,500              287,875
                                   Astra AB Free, Series A                                       37,250              849,105
                                   Ciba-Geigy AG                                                  2,025            1,227,249
                                   Lilly (Eli) & Co.                                             18,000            1,068,750
                                   Sandoz AG                                                        700            1,949,120
                                                                                                                   5,382,099

Food Processing --2.1%             Chiquita Brands International, Inc.                            2,668               30,682
                                   CP Pokphand Co.                                            1,935,000              851,378
                                   Nestle SA, Sponsored ADR                                      93,200            4,030,900
                                                                                                                   4,912,960


5    Oppenheimer Fund

<PAGE>

                                   Statement of Investments  (Unaudited) (Continued)
                                                                                                                Market Value
                                                                                                 Shares           See Note 1
Healthcare: Diversified--1.8%      Abbott Laboratories                                           23,400             $690,300
                                   Bristol-Myers Squibb Co.                                      38,000            2,208,750
                                   Schering AG                                                    2,050            1,339,882
                                                                                                                   4,238,932

Healthcare: Miscellaneous--6.5%    Amgen, Inc.(1)(3)                                             38,000            1,881,000
                                   Biogen, Inc.(1)                                               23,000              917,125
                                   Chiron Corp.(1)                                               11,700              982,800
                                   FHP International Corp.(1)(3)                                100,000            2,700,000
                                   Genzyme Corp.(1)                                              25,300              695,750
                                   Manor Care, Inc.                                              56,370            1,374,019
                                   Protein Design Labs, Inc.(1)                                  28,000              679,000
                                   U.S. Healthcare, Inc.(3)                                      96,000            5,532,000
                                                                                                                  14,761,694

Hospital Management--0.5%          Medical Care America, Inc.(1)(3)                              46,300            1,059,112
Medical Products--1.4%             Bard (C.R.), Inc.(3)                                          51,000            1,287,750
                                   Medtronic, Inc.(3)                                            14,000            1,149,750
                                   Nellcor, Inc.(1)                                              32,000              792,000
                                                                                                                   3,229,500

Retail Stores: Food Chains--0.3%   Dairy Farm International Holdings Ltd.                       328,052              653,771
Tobacco--1.3%                      Philip Morris Cos., Inc.                                      52,500            2,926,875
Energy--5.8%
Coal--0.5%
                                   Ashland Coal, Inc.                                            37,400            1,131,350
Oil: Exploration and               Burlington Resources, Inc.(3)                                 59,700            2,529,787
Production--1.6%                   Oryx Energy Co.                                               63,300            1,091,925
                                                                                                                   3,621,712

Oil and Gas Drilling-0.3%          Santa Fe Energy Resources, Inc.                               80,000              720,000
Oil: Integrated Domestic--1.1%     Unocal Corp.(3)                                               88,000            2,453,000
Oil:Integrated International--1.6% Amoco Corp.                                                   17,600              930,600
                                   Royal Dutch Petroleum Co.                                     10,000            1,043,750
                                   Saga Petroleum AS, Cl. B                                      82,000              795,920
                                   Total SA, Sponsored ADR                                       40,213            1,090,778
                                                                                                                   3,861,048

Oil Well Services and              McDermott International, Inc.(3)                              30,100              797,650
Equipment--0.7%                    Tuboscope Vetco International Corp.                          119,000              728,875
                                                                                                                   1,526,525


6    Oppenheimer Fund

<PAGE>

                                                                                                                Market Value
                                                                                                 Shares           See Note 1
Financial--11.1%
Financial Services:                Bear Stearns Cos., Inc. (The)                                 44,100            $ 964,688
Miscellaneous--3.9%                Catellus Development Corp.(1)                                230,000            1,782,500
                                   Dean Witter, Discover & Co.(3)                                27,000              934,875
                                   Merrill Lynch & Co., Inc.                                     36,400            1,528,800
                                   Peregrine Investment Holdings Ltd.                           400,000              983,504
                                   Salomon, Inc.(3)                                              58,600            2,790,825
                                                                                                                   8,985,192

Insurance: Life--0.3%              Bankers Life Holding Corp.                                    35,000              752,500
Insurance: Multi-line--0.4%        American Re Corp.(1)                                          34,300              973,262
Insurance: Property and            Loews Corp.(1)                                                 9,500              883,500
Casualty--0.4%
Major Banks: Other--2.4%           BankAmerica Corp.                                             49,980            2,317,822
                                   Deutsche Bank AG, ADR                                          6,000            3,075,000
                                                                                                                   5,392,822

Major Banks: Regional--0.8%        NationsBank Corp.                                             36,300            1,778,700
Money Center Banks--2.0%           Bank of New York Co. (The)(3)                                 30,000            1,710,000
                                   Bankers Trust New York Corp.                                  23,100            1,827,788
                                   Chemical Banking Corp.                                        27,700            1,111,463
                                                                                                                   4,649,251

Savings and Loans/                 Golden West Financial Corp.                                   53,000            2,067,000
Holding Cos.--0.9%
Industrial--13.0%
Building Materials Group--1.2%     Owens-Corning Fiberglas Corp.(1)(3)                           60,000            2,662,500
Commercial Services--0.3%          Mail Boxes Etc.(1)                                            60,000              712,500
Conglomerates--1.3%                Tenneco, Inc.                                                 56,000            2,947,000
Electrical Equipment-2.3%          Amphenol Corp., Cl. A(1)                                     202,500            3,341,250
                                   General Electric Co.                                          19,400            2,034,575
                                                                                                                   5,375,825

Engineering and                    Huarte SA                                                     89,650            1,072,601
Construction--0.5%
Heavy Duty Trucks and              Spartan Motors, Inc.(3)                                       54,750              930,750
Parts--0.4%
Machine Tools--0.3%                FANUC Ltd.                                                    22,500              741,902
Manufacturing: Diversified         Mannesmann AG                                                  9,775            2,364,193
Industrials--1.8%                  Siemens AG, ADR                                               19,000            1,736,125
                                                                                                                   4,100,318

Pollution Control--0.8%            WMX Technologies, Inc.                                        73,500            1,938,563
Railroads--1.6%                    Burlington Northern, Inc.(3)                                  63,800            3,692,425


7 Oppenheimer Fund

<PAGE>

                                   Statement of Investments  (Unaudited) (Continued)
                                                                                                                Market Value
                                                                                                 Shares           See Note 1

Transportation:                    D/S AF 1912 B                                                    100           $1,898,474
Miscellaneous--2.5%                OMI Corp.                                                    220,500            1,515,938
                                   Stolt-Nielsen SA                                             134,700            2,256,225
                                                                                                                   5,670,637

Technology--17.7%
Aerospace/Defense--1.4%            General Dynamics Corp.(3)                                     22,400            2,066,400
                                   McDonnell Douglas Corp.                                       11,000            1,177,000
                                                                                                                   3,243,400

Communication: Equipment/          QUALCOMM, Inc.(1)(3)                                          15,200              805,600
Manufacturers--0.4%
Computer Software and              BMC Software, Inc.                                            18,700              897,600
Services--4.1%                     Computer Associates International, Inc.                       18,000              720,000
                                   Lotus Development Corp.(1)(3)                                 50,300            2,766,500
                                   Marcam Corp.(1)                                               68,200              664,950
                                   Microsoft Corp.                                               14,700            1,185,188
                                   Network General Corp.(1)(3)                                   69,000            1,233,375
                                   Novell, Inc.                                                  45,000              933,750
                                   SAP AG Preference                                              1,000              930,014
                                                                                                                   9,331,377

Computer Systems--2.8%             International Business Machines Corp.(1)                      26,000            1,469,000
                                   Micropolis Corp.(1)                                          180,000            1,260,000
                                   Radius, Inc.(1)                                              130,000              991,250
                                   Synoptics Communications, Inc.                                58,900            1,641,838
                                   Tandem Computers, Inc.                                       106,700            1,160,363
                                                                                                                   6,522,451
Electronics:
Instrumentation--1.2%              Hewlett-Packard Co.(3)                                        34,600            2,733,400
Electronics:
Semiconductors--3.0%               Cirrus Logic, Inc.(1)(3)                                      29,000            1,073,000
                                   Intel Corp.(3)                                                71,100            4,408,200
                                   Xilinx, Inc.(1)(3)                                            29,000            1,384,750
                                                                                                                   6,865,950

Office Equipment and               Xerox Corp.(3)                                                46,000            4,111,250
Supplies--1.8%
Telecommunications--3.0%           American Telephone & Telegraph Co.(1)                         18,700              981,750
                                   MCI Communications Corp.                                      98,000            2,768,500
                                   NEXTEL Communications, Inc., Cl. A                            23,000              856,750
                                   Rogers Cantel Mobile Communications,Inc.,Cl. B, Sub. Vtg.(1)  86,100            2,324,700
                                                                                                                   6,931,700
Utilities--3.6%
Electric Cos.--1.0%                Korea Electric Power Corp.                                    30,000              813,975
                                   Verbund Oest Electriz                                         25,200            1,533,599
                                                                                                                   2,347,574


8 Oppenheimer Fund

<PAGE>

                                                                                                                Market Value
                                                                                                 Shares           See Note 1

Natural Gas--0.7%                  Hong Kong & China Gas                                        516,000          $ 1,495,754
Telephone (New)--1.9%              BCE, Inc.                                                     34,000            1,185,750
                                   US West Communications, Inc.                                  68,200            3,128,675
                                                                                                                   4,314,425
                                   Total Common Stocks (Cost $148,826,674)                                       207,907,479

Total Investments, at Value (Cost $171,674,974)                                                  101.0%          231,286,485
Liabilities in Excess of Other Assets                                                             (1.0)           (2,394,299)
Net Assets                                                                                       100.0%         $228,892,186
<FN>
                                   1. Non-income producing security.
                                   2. Restricted security--See Note 6 of Notes to Financial Statements.
</TABLE>


9  Oppenheimer Fund
<PAGE>


Statement of Investments (Unaudited) (Continued)

3. Securities with an aggregate market value of $23,295,200 are 
held in escrow to cover outstanding call options, as follows:

<TABLE>
<CAPTION>                                                                                              
                                 Shares
                                Subject   Expiration         Exercise          Premium     Market Value
                                To Call         Date            Price         Received       See Note 1
<S>                              <C>            <C>            <C>           <C>              <C>
Amgen, Inc.                       8,000         1/94           $50.00        $   11,760       $   11,000
Avon Products, Inc.               7,600         4/94            55.00             8,360            6,650
Bank of New York Co. (The)        6,000         1/94            60.00            15,569            2,250
Bard (C.R.), Inc.                25,500         1/94            25.00            43,858           20,719
Bard (C.R.), Inc.                25,500         4/94            30.00            35,890           12,750
Blockbuster Entertainment Corp.  25,000         1/94            25.00            25,937          137,500
Blockbuster Entertainment Corp.  25,000         3/94            30.00            27,374           56,250
Blockbuster Entertainment Corp.  15,000         6/94            30.00            48,298           48,750
Burlington Northern, Inc.         5,800         1/94            55.00            27,375           17,400
Burlington Northern, Inc.         5,800         1/94            60.00            13,963            3,625
Burlington Resources, Inc.       20,000         5/94            55.00            29,399            8,750
Cirrus Logic, Inc.               14,500         3/94            35.00            73,875           63,438
Cirrus Logic, Inc.               14,500         3/94            30.00            63,000          114,187
Dean Witter, Discover & Co.      13,500         1/94            40.00            36,719              844
Dean Witter, Discover & Co.      13,500         1/94            45.00            18,157              844
Disney (Walt) Co.                 6,300         4/94            40.00            16,348           27,562
FHP International Corp.          10,000         3/94            25.00            40,899           31,250
General Dynamics Corp.            5,600         2/94            95.00            23,603           13,300
Hewlett-Packard Co.               7,000         2/94            85.00            14,823            8,750
Intel Corp.                      10,500         1/94            65.00            21,997           11,156
Intel Corp.                       8,000         4/94            70.00            32,759           20,000
King World Productions, Inc.      9,300         2/94            45.00            18,659            8,137
Lotus Development Corp.           8,300         1/94            40.00            38,137          128,650
Lotus Development Corp.           8,500         4/94            60.00            40,119           25,500
Lotus Development Corp.           8,300         4/94            50.00            55,774           70,550
McDermott International, Inc.    15,000         2/94            30.00            26,736            3,750
McDermott International, Inc.    15,100         5/94            35.00            14,722            3,775
Medical Care America, Inc.       23,000         4/94            25.00            62,558           40,250
Medtronic, Inc.                   2,800         1/94            85.00             6,216            2,800
Network General Corp.            21,600         1/94            15.00            37,151           62,100
Network General Corp.            10,800         7/94            20.00            25,325           25,650
Owens-Corning Fiberglas Corp.    12,000         3/94            50.00            24,389            9,000
Paramount Communications, Inc.    5,000         1/94            80.00            14,225            5,937
Paramount Communications, Inc.    5,000         3/94            80.00            28,897           12,500
Paramount Communications, Inc.    5,000         3/94            85.00             9,537            5,000
QUALCOMM, Inc.                   14,800         1/94            50.00            97,603           74,000
QUALCOMM, Inc.                      400         1/94            60.00             3,038              200
Salomon, Inc.                    14,600         1/94            45.00            48,835           43,800
Salomon, Inc.                    14,600         1/94            50.00            26,936            6,388
Salomon, Inc.                    14,600         4/94            55.00            15,359           10,950
Spartan Motors, Inc.              9,000         3/94            22.50            20,542            3,375
U.S. Healthcare, Inc.            24,200         1/94            55.00           105,245           99,825
Unocal Corp.                      9,000         1/94            30.00            30,104            1,125
Unocal Corp.                      9,000         1/94            35.00            12,105            1,688
WMS Industries, Inc.              9,000         5/94            35.00            32,354           13,500
Xerox Corp.                       9,000         3/94            85.00            25,604           63,000
Xilinx, Inc.                      7,700         3/94            45.00            27,681           43,313
Xilinx, Inc.                      7,700         3/94            50.00            26,718           25,025
Xilinx, Inc.                      6,800         3/94            55.00            18,495           13,600
                                                                             $1,523,027       $1,420,363
</TABLE>

See accompanying Notes to Financial Statements.


10    Oppenheimer Fund

<PAGE>

<TABLE>
<CAPTION>
                          Statement of Assets and Liabilities  December 31, 1993 (Unaudited)

<S>                       <S>                                                                               <C>
Assets                    Investments, at value (cost $171,674,974)--see accompanying statement             $231,286,485
                          Cash                                                                                   322,091
                          Receivables:
                          Investments sold and options written                                                 1,681,841
                          Shares of beneficial interest sold                                                     351,595
                          Dividends and interest                                                                 328,452
                          Other                                                                                  183,671
                          Total assets                                                                       234,154,135

Liabilities               Options written, at value (premiums received $1,523,027)--see
                          accompanying statement--Note 4                                                       1,420,363
                          Payables and other liabilities:
                          Investments purchased                                                                1,937,937
                          Shares of beneficial interest redeemed                                               1,004,467
                          Dividends and distributions                                                            617,970
                          Other                                                                                  281,212
                          Total liabilities                                                                    5,261,949

Net Assets                                                                                                  $228,892,186

Composition of            Paid-in capital                                                                   $162,343,168
Net Assets                Undistributed net investment income                                                     26,290
                          Accumulated net realized gain from investment, written option
                          and foreign currency transactions                                                    6,808,553
                          Net unrealized appreciation on investments, options written
                          and translation of assets and liabilities denominated in
                          foreign currencies--Note 3                                                          59,714,175
                          Net assets                                                                        $228,892,186

Net Asset Value           Class A Shares:
Per Share                 Net asset value and redemption price per share (based on net assets
                          of $228,891,196 and 20,973,285 shares of beneficial interest outstanding)               $10.91
                          Maximum offering price per share (net asset value
                          plus sales charge of 5.75% of offering price)                                           $11.58
                          
                          Class C Shares:
                          Net asset value, redemption price and offering price per share (based on
                          net assets of $990 and 91 shares of beneficial interest outstanding)                    $10.92
                          
                          See accompanying Notes to Financial Statements.
</TABLE>


11    Oppenheimer Fund

 <PAGE>

<TABLE>
<CAPTION> 
                          Statement of Operations  For the Six Months Ended December 31, 1993 (Unaudited)

<S>                       <S>                                                                                <C>
Investment Income         Dividends (net of withholding taxes of $13,574)                                    $ 1,513,022
                          Interest                                                                               247,046
                          Total income                                                                         1,760,068

Expenses                  Management fees--Note 5                                                                833,547
                          Transfer and shareholder servicing agent fees--Note 5                                  175,583
                          Distribution assistance:
                          Class A--Note 5                                                                         91,220
                          Class C--Note 5                                                                              1
                          Custodian fees and expenses                                                             82,152
                          Legal and auditing fees                                                                 62,245
                          Shareholder reports                                                                     45,270
                          Trustees' fees and expenses                                                              8,614
                          Other                                                                                    9,160
                          Total expenses                                                                       1,307,792

Net Investment Income                                                                                            452,276

Realized and Unrealized   Net realized gain (loss) from:
Gain (Loss) on InvestmentsInvestments and options written (including premiums on options exercised)            5,248,010
Options Written and       Closing and expiration of option contracts written--Note 4                             368,062
Foreign Currency
Transactions              Foreign currency transactions                                                         (104,063)
                          Net change in unrealized appreciation or depreciation on:
                          Investments and options written                                                     15,319,090
                          Translation of assets and liabilities denominated in foreign currencies             (1,110,943)

                          Net realized and unrealized gain on investments,
                          options written and foreign currency transactions                                   19,720,156

Net Increase in Net Assets Resulting From Operations                                                         $20,172,432

</TABLE>

                          See accompanying Notes to Financial Statements.


12 Oppenheimer Fund

<PAGE>

                     Statements of Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                   Six Months Ended                     
                                                                                  December 31, 1993           Year Ended
                                                                                        (Unaudited)        June 30, 1993
<S>                  <S>                                                               <C>                 <C> 
Operations           Net investment income                                             $    452,276        $   2,226,781
                     Net realized gain on investments, options written and
                     foreign currency transactions                                        5,512,009            7,786,728
                     Net change in unrealized appreciation or depreciation on
                     investments, options written and translation of assets
                     and liabilities denominated in foreign currencies                   14,208,147           16,573,062
                     Net increase in net assets resulting from operations                20,172,432           26,586,571

Dividends and        Dividends from net investment income:
Distributions to     Class A ($.033 and $.104 per share, respectively)                     (665,915)          (2,190,272)
Shareholders         Class C ($.02 per share)                                                    (2)                  --
                     Distributions from net realized gain on investments,
                     options written and foreign currency transactions:
                     Class A ($.4495 and $.466 per share, respectively)                  (9,068,032)          (9,716,817)
                     Class C ($.4495 per share)                                                 (41)                  --

Beneficial Interest  Net increase (decrease) in net assets resulting from Class A
Transactions         beneficial interest transactions--Note 2                             2,272,617           (7,993,951)
                     Net increase in net assets resulting from Class C
                     beneficial interest transactions--Note 2                                 1,000                   --

Net Assets           Total increase                                                      12,712,059            6,685,531
                     Beginning of period                                                216,180,127          209,494,596
                     End of period (including undistributed net investment income of
                     $26,290 and $239,931, respectively)                               $228,892,186         $216,180,127

See accompanying Notes to Financial Statements.

</TABLE>

13    Oppenheimer Fund

 <PAGE>

Financial Highlights

<TABLE>
<CAPTION>
                                               Class A                                                            Class C
                                      Six Months Ended  Year Ended                                           Period Ended
                                     December 31, 1993    June 30,                                           December 31,
                                           (Unaudited)        1993        1992       1991     1990      1989      1993(1)
                                                                                                              (Unaudited)
<S>                                            <C>          <C>         <C>         <C>      <C>       <C>         <C>
Per Share Operating Data:
Net asset value, beginning of period           $ 10.41      $ 9.72       $9.31      $9.06    $9.17     $8.36       $10.41
Income from investment operations:
Net investment income                              .04         .11         .16        .26      .32       .21           --
Net realized and unrealized gain on
investments, options written and
foreign currency transactions                      .94        1.15         .84        .69      .23       .82          .98
Total income from
investment operations                              .98        1.26        1.00        .95      .55      1.03          .98
Dividends and distributions to shareholders:
Dividends from net investment income              (.03)       (.10)       (.32)      (.22)    (.25)     (.17)        (.02)
Distributions from net realized gain
on investments, options written and
foreign currency transactions                     (.45)       (.47)       (.27)      (.48)    (.41)     (.05)        (.45)
Total dividends and distributions
to shareholders                                   (.48)       (.57)       (.59)      (.70)    (.66)     (.22)        (.47)
Net asset value, end of period                 $ 10.91      $10.41       $9.72      $9.31    $9.06     $9.17       $10.92

Total Return, at Net Asset Value(2)               9.46%      13.33%      11.22%     11.65%    6.04%    12.60%        3.28%
Ratios/Supplemental Data:
Net assets, end of
period (in thousands)                         $228,891    $216,180    $209,495   $202,509 $196,076  $208,166           $1
Average net assets (in thousands)             $221,439    $212,660    $221,369   $189,994 $206,259  $201,556           $1
Number of shares outstanding at
end of period (in thousands)                    20,973      20,769      21,555     21,748   21,639    22,705          .09
Ratios to average net assets:
Net investment income                              .50%(3)    1.05%       1.71%      2.91%    3.36%     2.49%        (.45)%(3)
Expenses                                          1.18%(3)    1.10%       1.09%      1.07%    1.04%     1.07%        2.16%(3)
Portfolio turnover rate(4)                        15.8%       35.6%       58.2%     105.8%    79.5%     96.6%        15.8%

<FN>
1. For the period from December 1, 1993 (inception of offering) to December 31, 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 six months ended December 31, 1993 were $32,007,617 and $42,060,537, respectively.

</TABLE>

See accompanying Notes to Financial Statements.


14 Oppenheimer Fund

<PAGE>

Notes to Financial Statements (Unaudited)

1. Significant Accounting Policies

Oppenheimer Fund (the Fund) is registered under the Investment Company Act of
1940, as amended, as a diversified, open-end management investment company. The
Fund's investment advisor is Oppenheimer Management Corporation (the Manager).
The Fund offers both Class A and Class C shares. Class A shares are sold with a
front-end sales charge. Class C shares may be subject to a contingent deferred
sales charge. Both classes of shares have identical rights to earnings, assets
and voting privileges, except that each class has its own distribution plan,
expenses directly attributable to a particular class and exclusive voting rights
with respect to matters affecting a single class. The following is a summary of
significant accounting policies consistently followed by the Fund.

Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York
time) on each trading day. Listed and unlisted securities for which such
information is regularly reported are valued at the last sale price of the day
or, in the absence of sales, at values based on the closing bid or asked price
or the last sale price on the prior trading day. Long-term debt securities are
valued by a portfolio pricing service approved by the Board of Trustees. Long-
term debt securities which cannot be valued by the approved portfolio pricing
service are valued by averaging the mean between the bid and asked prices
obtained from two active market makers in such securities. Short-term debt
securities having a remaining maturity of 60 days or less are valued at cost (or
last determined market value) adjusted for amortization to maturity of any
premium or discount. Securities for which market quotes are not readily
available are valued under procedures established by the Board of Trustees to
determine fair value in good faith. A call option is valued based upon the last
sales price on the principal exchange on which the option is traded or, in the
absence of any transactions that day, the value is based upon the last sale on
the prior trading date if it is within the spread between the closing bid and
asked prices. If the last sale price is outside the spread, the closing bid or
asked price closest to the last reported sale price is used.

Foreign Currency Translation. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of securities and investment income are translated at
the rates of exchange  prevailing on the respective dates of such transactions.

  The Fund generally enters into forward currency exchange contracts as a hedge,
upon the purchase or sale of a security denominated in a foreign currency. Risks
may arise from the potential inability of the counterparty to meet the terms of
the contract and from unanticipated movements in the value of a foreign currency
relative to the U.S. dollar.

  The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's results of operations.

Repurchase Agreements. The Fund requires the custodian to take possession, to
have legally segregated in the Federal Reserve Book Entry System or to have
segregated within the custodian's vault, all securities held as collateral for
repurchase agreements. If the seller of the agreement defaults and the value of
the collateral declines, or if the seller enters an insolvency proceeding,
realization of the value of the collateral by the Fund may be delayed or
limited.

Call Options Written. The Fund may write covered call options. When an option is
written, the Fund receives a premium and becomes obligated to sell the
underlying security at a fixed price, upon exercise of the option. In writing an
option, the Fund bears the market risk of an unfavorable change in the price of
the security underlying the written option. Exercise of an option written by the
Fund could result in the Fund selling a security at a price different from the
current market value. All securities covering call options written are held in
escrow by the custodian bank.

Allocation of Income, Expenses and Gains and Losses. Income, expenses (other
than those attributable to a specific class) and gains and losses are allocated
daily to each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

Federal Income Taxes. The Fund intends to continue to comply with provisions of
the Internal Revenue  Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by loss carryovers, to shareholders. Therefore, no
federal income tax provision is required.

15    Oppenheimer Fund
<PAGE>
Notes to Financial Statements  (Unaudited) (Continued)

Trustees' Fees and Expenses. The Fund has adopted a nonfunded retirement plan
for the Fund's independent trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service. During the six months
ended December 31, 1993, a provision of $2,360 was made for the Fund's projected
benefit obligations, resulting in an accumulated liability of $61,970 at
December 31, 1993. No payments have been made under the plan.

Distributions to Shareholders. Dividends and distributions to shareholders are
recorded on the ex-dividend date.

Other. Investment transactions are accounted for on the date the investments are
purchased or sold (trade date) and dividend income is recorded on the ex-
dividend date. Discount on securities purchased is amortized over the life of
the respective securities, in accordance with federal income tax requirements.
Realized gains and losses on investments and unrealized appreciation and
depreciation are determined on an identified cost basis, which is the same basis
used for federal income tax purposes.


2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of no par value shares of beneficial
interest of each class. Transactions in shares of beneficial interest were as
follows:
<TABLE>
<CAPTION>
                                Six Months Ended
                           December 31, 1993 (1)     Year Ended June 30, 1993
                              Shares      Amount        Shares         Amount
<S>                          <C>       <C>          <C>          <C>
Class A:
Sold                         267,853  $2,911,707       910,822   $  9,151,109
Dividends and 
distribtuions reinvested     816,820   8,881,834     1,103,139     10,873,362
Redeemed                    (880,622) (9,520,924)   (2,799,972)   (28,018,422)
Net increase (decrease)      204,051  $2,272,617      (786,011)   $(7,993,951)

Class C:
Sold                              91  $    1,000            --    $        --
Net increase                      91  $    1,000            --    $        --
<FN>
1. For the six months ended December 31, 1993 for Class A shares and for the
period from December 1, 1993 (inception of offering) to December 31, 1993 for
Class C shares.
</TABLE>

3. Unrealized Gains and Losses on Investments And Options Written
At December 31, 1993, net unrealized appreciation on investments and options
written of $60,825,118 was composed of gross appreciation of $65,183,383, and
gross depreciation of $4,358,265.

4. Call Option Activity
Call option activity for the six months ended December 31, 1993 was as follows:

<TABLE>
<CAPTION>
                                                        Number      Amount of
                                                    of Options       Premiums
<S>                                                    <C>         <C> 
Options outstanding at June 30, 1993                     4,547     $1,200,680
Options written                                          6,652      1,849,864
Options cancelled in closing purchase transactions      (1,466)      (460,777)
Options expired prior to exercise                       (2,256)      (547,227)
Options exercised                                       (1,750)      (519,513)
Options outstanding at December 31, 1993                 5,727     $1,523,027
</TABLE>

The cost of cancelling options in closing purchase transactions was $639,942,
resulting in a net short-term capital loss of $179,165. Premiums received on
expired options resulted in a short-term capital gain of $547,227.

5. Management Fees And Other Transactions With Affiliates
Management fees paid to the Manager were in accordance with the investment
advisory agreement with the Fund which provides for an annual fee of .75% on the
first $200 million of net assets with a reduction of .03%  on each $200 million
thereafter to $800 million, and .60% on net assets in excess of $800 million.
The Manager has agreed to reimburse the
Fund if aggregate expenses (with specified exceptions) exceed the most stringent
applicable regulatory limit on Fund expenses.


16    Oppenheimer Fund
<PAGE>
  For the six months ended December 31, 1993, commissions (sales charges paid by
investors) on sales of Class A shares totaled $74,730, of which $27,970 was
retained by Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary of the
Manager, as general distributor, and by an affiliated broker/dealer.
  Oppenheimer Shareholder Services (OSS), a division of the Manager, is the
transfer and shareholder servicing agent for the Fund, and for other registered
investment companies. OSS's total costs of providing such services are allocated
ratably to these companies.
  Under separate approved plans of distribution, each class may expend up to
.25% of its net assets annually to reimburse OFDI for costs incurred in
distributing shares of the Fund (sold subsequent to March 31, 1991 for Class A),
including amounts paid to brokers, dealers, banks and other institutions. In
addition, Class C shares are subject to an asset-based sales charge of .75% of
net assets annually, to reimburse OFDI for sales commissions paid from its own
resources at the time of sale and associated financing costs. In the event of
termination or discontinuance of the Class C plan of distribution, the Fund
would be contractually obligated to pay OFDI for any expenses not previously
reimbursed or recovered through contingent deferred sales charges. During the
six months ended December 31, 1993, OFDI paid $724 to an affiliated
broker/dealer as reimbursement for Class A distribution-related expenses.

6. Restricted Securities The Fund owns securities purchased in private placement
transactions, without registration under the Securities Act of 1933 (the Act).
The securities are valued under methods approved by the Board of Trustees as
reflecting fair value. The Fund intends to invest no more than 10% of its net
assets (determined at the time of purchase) in restricted and illiquid
securities, excluding securities eligible for resale pursuant to Rule 144A of
the Act that are determined to be liquid by the Board of Trustees or by the
Manager under Board-approved guidelines.
<TABLE>
<CAPTION>
                                                                    Valuation
                                                               Per Unit as of
Security                  Acquisition Date     Cost Per Unit December 31,1993
<S>                        <C>                        <C>              <C> 
Dairy Farm International 
Holdings Ltd., 
$65.00 Cv.(1)                      4/30/93            $1,000           $1,540
Grupo Televisa SA, ADS(1)  8/20/92-8/26/92               $28              $70

<FN>
1. Transferable under Rule 144A of the Act.
</TABLE>

17 Oppenheimer Fund
<PAGE>
Oppenheimer Fund

Officers and Trustees
Leon Levy, Chairman of the Board of Trustees
Leo Cherne, Trustee
Edmund T. Delaney, Trustee
Robert G. Galli, Trustee
Benjamin Lipstein, Trustee
Elizabeth B. Moynihan, Trustee
Kenneth A. Randall, Trustee
Edward V. Regan, Trustee
Russell S. Reynolds, Jr., Trustee
Sidney M. Robbins, Trustee
Donald W. Spiro, Trustee and President
Pauline Trigere, Trustee
Clayton K. Yeutter, Trustee
Richard H. Rubinstein, Vice President
George C. Bowen, Treasurer
Lynn M. Coluccy, Assistant Treasurer
Andrew J. Donohue, Secretary
Robert G. Zack, Assistant Secretary

Investment Advisor             Oppenheimer Management Corporation

Distributor                    Oppenheimer Funds Distributor, Inc.

Transfer and Shareholder       Oppenheimer Shareholder Services

Servicing Agent

Custodian of                   The Bank of New York
Portfolio Securities

Independent Auditors           KPMG Peat Marwick

Legal Counsel                  Gordon Altman Butowsky Weitzen Shalov & Wein

The financial statements included herein have been taken from the records of the
Fund without examination by the independent auditors.
This is a copy of a report to shareholders of Oppenheimer Fund. This report must
be preceded or accompanied by a Prospectus of Oppenheimer Fund. For material
information concerning the Fund, see the Prospectus.


18     Oppenheimer Fund

<PAGE>

                        The Family of OppenheimerFunds

                        OppenheimerFunds offers over 30 funds designed to fit
                        virtually every investment goal. Whether you're
                        investing for retirement, your children's education, or
                        tax-free income, we have the funds to help you seek your
                        objective.

                        When you invest with OppenheimerFunds, you can feel
                        comfortable knowing that you are investing with a
                        respected financial institution with over 30 years of
                        experience in helping people just like you reach their
                        financial goals. And you're investing with a leader in
                        global, growth stock, and flexible fixed income
                        investments--with over 1.7 million shareholder accounts
                        and more than $25 billion under Oppenheimer's management
                        and that of our affiliates.

                        As an OppenheimerFunds shareholder, you can easily
                        exchange shares of eligible funds of the same class by
                        mail or by telephone for a small administrative fee.(1)
                        For more information on OppenheimerFunds, please contact
                        your financial advisor or call us at 1-800-525-7048 for
                        a prospectus. You may also write us at the address shown
                        on the back cover. As always, please read the prospectus
                        carefully before you invest.


Specialty Stock Funds Global Bio-Tech Fund          Gold & Special Minerals Fund
                      Global Environment Fund


Stock Funds           Discovery Fund                Global Fund
                      Time Fund                     Oppenheimer Fund
                      Target Fund                   Value Stock Fund
                      Special Fund


Stock and Bond Funds  Main Street Income            Equity Income Fund
                        & Growth Fund               Asset Allocation Fund
                      Total Return Fund            
                      Global Growth &
                        Income Fund


Bond Funds            High Yield Fund               Strategic Short-Term 
                      Champion High Yield Fund        Income Fund
                      Strategic Income &            Investment Grade Bond Fund
                        Growth Fund                 Mortgage Income Fund(3)
                      Strategic Income Fund         U.S. Government Trust
                      Strategic Diversified         Government Securities Fund
                        Income Fund                
                      Strategic Investment 
                        Grade Bond Fund


Tax-Exempt Funds      New York Tax-Exempt Fund(2)   Tax-Free Bond Fund
                      California Tax-Exempt Fund(2) Insured Tax-Exempt Bond Fund
                      Pennsylvania Tax-Exempt       Intermediate Tax-Exempt
                        Fund(2)                       Bond Fund
                      Florida Tax-Exempt Fund(2)


Money Market Funds    Money Market Fund             Tax-Exempt Cash Reserves
                      Cash Reserves


1. The fee is waived for PhoneLink exchanges between existing accounts. Exchange
privileges are subject to change or termination.
2. Available only to residents of those states.
3. Formerly GNMAFund.


OppenheimerFunds are distributed by Oppenheimer Funds Distributor, Inc., Two
World Trade Center, New York, NY10048-0203. c Copyright 1994 Oppenheimer
Management Corporation. All rights reserved.


19  Oppenheimer Fund


<PAGE>



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"Just as OppenheimerFunds offers over 30 different funds designed to 
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Whenever you require help, we're only a toll-free phone call away.

"For personalized assistance and account information, call our General 
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"We also make it easy for you to redeem shares, exchange shares, or 
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"And for added convenience, OppenheimerFunds' PhoneLink, an automated 
voice response system, is available 24 hours a day, 
7 days a week. PhoneLink gives you access to variety of fund, 
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PhoneLink will always give you the option to speak with a Customer
Service Representative during regular business hours.

"When you invest in OppenheimerFunds, you know you'll receive a high 
level of customer service. The International Customer Service Association 
knows it, too, as it recently awarded Oppenheimer Shareholder Services 
a 1993 Award of Excellence for consistently demonstrating superior customer
service.

"Whatever your needs, we're ready to assist you."

Barbara Hennigar 
President 
Oppenheimer Shareholder Services

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