OPPENHEIMER FUND
N-30D, 1995-03-09
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<PAGE>   1

OPPENHEIMER FUND
Semiannual Report December 31, 1994

[FIGURE NUMBER 1]
Photo of couple talking at campsite

"We have
some important goals, so
our money needs to grow
SOLIDLY
over time."

[logo]           

<PAGE>   2

This Fund is for people who want the potential for solid GROWTH over time.

HOW YOUR FUND IS MANAGED                                            

Oppenheimer Fund seeks capital appreciation and income consistent with growth in
capital.  It uses a combination of five distinct  investment  styles,  which can
also help manage risk.


      The Fund's manager invests in stocks of established U.S. and international
companies they believe have  excellent  potential for  appreciation.  They use a
"value"  approach,   which  emphasizes  underpriced  companies;  a  "contrarian"
approach,  which seizes opportunities in out-of-favor industries they believe to
be poised for  rebound;  and a "growth"  approach,  which  seeks  companies  the
managers believe have above-average growth rates.

      International  and  high-yield  stocks  serve as  risk-reduction  sectors.
International  stocks serve to cushion the portfolio against fluctuations in the
U.S. stock market and yield stocks provide steady income.

      Using  the  five  investment   styles,   your  Fund's  managers  have  the
flexibility to move quickly as market conditions change.

NEWS

"FOR INVESTORS WHO WANT A WIDE VARIETY OF STOCKS IN ONE
PACKAGE, THIS FUND IS A
NICE CHOICE."
        --Morningstar Mutual Funds
                            9/2/94

OUTPERFORMED AVERAGE

Total Return for the Year Ended 12/31/94:

Oppenheimer Fund
Class A(1) (at NAV)      0.25%

Lipper
Growth Funds
Average(2)              -2.15%
  
PERFORMANCE

Total return at net asset value for the 6 months ended 12/31/94 was 3.68% for
Class A shares and 3.21% for Class C shares.1

      Your Fund's average annual total returns at maximum offering price for
Class A shares for the 1-, 5-, and 10-year periods ended 12/31/94 and since
inception of the Class on 4/30/59 were -5.51%*, 7.77%, 9.97% and 9.24%,
respectively. For Class C shares, average annual total returns for the 1-year
period ended 12/31/94 and since inception of the Class on 12/1/93 were -1.75%
and 1.78%, respectively.(3)

OUTLOOK                                                                 

"We don't have a crystal ball, so we don't depend on predictions about interest
rates or the economy. Instead, we rely on portfolio diversification by both
market sector and investment style. Over time, our diversified approach, based
on the strengths in value, growth, contrarian, global, and income investing
developed over the years by the OppenheimerFunds team, should produce superior
returns while holding volatility to below-market levels."

                                          Richard Rubinstein, Portfolio Manager
                                                               December 31,1994

1. Based on the change in net asset value per share from 6/30/94 and 12/31/93 to
12/31/94, without deducting any sales charges. Such performance would have been
lower if sales charges were taken into account.

2. Source: Lipper Analytical Services. The Lipper total return average for the
year ended 12/31/94 was for 481 growth funds. The average is shown for
comparative purposes only. Oppenheimer Fund is characterized by Lipper as a
growth fund. Lipper performance does not take sales charges into consideration.

3. Average annual total returns are based on a hypothetical investment held
until 12/31/94, after deducting the current maximum initial sales charge of
5.75% for Class A shares. The Fund's maximum sales charge rate for Class A
shares was higher during a portion of some of the periods shown, and actual
investment results will be different as a result of the change. Total return for
Class C shares was based on a hypothetical investment held for that period,
after deducting the 1% contingent deferred sales charge for the 1-year period.
Class A and Class C shares were first publicly offered on 4/30/59 and 12/1/93,
respectively. All figures assume reinvestment of dividends and capital gains
distributions. Past performance is not indicative of future results. Investment
and principal value on an investment in the Fund will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost.

2  Oppenheimer Fund

<PAGE>   3


DEAR OPPENHEIMERFUNDS SHAREHOLDER,


The past year has been a difficult period for the stock market, one marked above
all by one of the most aggressive series of moves to raise interest rates in the
U.S. Federal Reserve's history. As interest rates moved up, bond prices fell and
the stock market followed, while investors looked everywhere for answers to
questions about directions in inflation, interest rates, and the economy. These
questions all concerned one basic issue: Is the bull market in stocks coming to
an end?

      In our view, it is not. While we are not expecting major gains in stock
prices in the very near term, we believe that the uncertainties which held the
market back in 1994 will recede in 1995 as the fundamental positives in the
economy are recognized. The most important of these positives is our belief that
the Fed's attempt to preempt possible inflation, while temporarily
disconcerting, will likely have its desired effect in 1995. We believe that the
economy will begin to slow, and although short-term rates may move up modestly
from their present levels, long-term interest rates--the ones that most affect
securities prices--should stabilize in their current range. Long-term rates may
even begin to decline as overblown concerns about inflation abate.

      Those concerns are, in fact, already fading. While the prices of some
commodities have risen over the past year and U.S. manufacturing capacity
utilization and employment rose to their highest levels in years, in today's
globally competitive environment, price increases are difficult to pass on to
either consumers or businesses. The inflation rate--as measured by the Consumer
Price Index-- continues to run at less than 3% a year, and there's nothing on
the horizon to suggest to us that it will increase substantially anytime soon.
Even at their current levels, interest rates remain low relative to recent
periods, and in our view, pose no real threat to most companies' earnings or
cash flows. During the most recent recession, many businesses learned to operate
much more efficiently and took advantage of the extended decline in interest
rates to work down their debt loads and strengthen their financial positions. As
a result, corporate profits have soared despite higher interest rates. And we
believe that business earnings should grow even more as economies in Europe and
elsewhere emerge from their recessions, stimulating demand for U.S. companies'
goods and services. As profits rise, we expect stocks to become more valuable.

      Finally, the changing political landscape reflected in results of the
mid-term election bodes well for the stock market over time. In addition to
limiting the expectation that Congress will pass potentially inflationary
government spending proposals, the realignment in Washington has raised the
possibility of tax relief in the form of an expanded deduction for individual
retirement savings or possibly a reduction in the capital gains tax rate. What
specific action, if any, Congress will take on these proposals remains to be
seen. But any action to reduce the federal deficit, cut spending, and reduce
taxes should be good news for the stock market overall.

      In light of all these factors, we remain bullish on stocks. As we have
noted in previous reports, we're expecting moderate gains in the short-term, in
line with increasing corporate earnings. Over time, however, we expect stocks to
perform well in both the U.S. and foreign markets. Your portfolio manager
discusses the outlook for your Fund on the following pages. We appreciate your
confidence, and we look forward to helping you continue to reach your investment
goals.


[FIGURE NUMBER 2]
Photo of Donald W. Spiro

Donald W. Spiro
President
Oppenheimer Fund

[FIGURE NUMBER 3]
Photo of Jon S. Fossel

Jon S. Fossel
Chairman and CEO
Oppenheimer
Management
Corporation


Donald W. Spiro                                   Jon S. Fossel
_______________                                   _____________        
Donald W. Spiro                                   Jon S. Fossel

January 23, 1995



3  Oppenheimer Fund

<PAGE>   4


Q + A   [FIGURE NUMBER 4] 
        Photo of Richard Rubinstein

        [FIGURE NUMBER 5] 
        Photo of person at equity trading desk

AN INTERVIEW WITH YOUR FUND'S MANAGER.

THE FUND HELD ITS GROUND OVER THE PAST 12-MONTH PERIOD, COMPARED TO OTHER FUNDS
WITH SIMILAR OBJECTIVES. WHAT FACTORS CONTRIBUTED MOST TO THAT PERFORMANCE?

Two factors stand out. One is our emphasis on technology, healthcare, and
industrial stocks, which helped the Fund's performance. Second is our emphasis
on international stocks, which made up 19.3% of the portfolio at year-end 1994,
a significantly higher percentage than that held by most similar funds.

[FIGURE NUMBER 6]
 Photo of Mark Binning and Lawrence Apolito

LET'S LOOK FIRST AT YOUR INTERNATIONAL HOLDINGS. WHAT MAKES FOREIGN STOCKS SO
ATTRACTIVE?

Many economies in Europe and Asia are just beginning to come out of their
recessions. They stand at the point in the economic and earnings cycle where the
U.S. stood two years ago, and the companies we're buying--such as S.G. Warburg
in Germany, Guinness in the U.K., Fiat in Italy, and Jardine Matheson in Hong
Kong--offer strong growth prospects at attrac- tive prices.


      We're also seeing value in many emerging markets in Latin America and
Asia, where we've begun to build our holdings. Stock prices in many markets have
declined to the point where we can once again find solid long-term value. While
foreign investments may subject the Fund to greater expenses and risks, such as
adverse currency fluctuations, because we rely on portfolio diversification by
both market sector and investment style, we have been able to produce superior
returns while keeping risk at below-market levels.

WHY ARE YOU EMPHASIZING TECHNOLOGY STOCKS? 

The U.S. dominates the technology sector. Technology gives us the tools to
improve performance no matter what

Q WHAT
IS YOUR OUTLOOK
FOR THE
FUND?

4  Oppenheimer Fund

<PAGE>   5

the economic environment. Some technology stocks we own, such as AT&T, MCI, and
U.S. West, are "value" stocks because their prices are relatively low compared
with the companies' assets and earnings power. And they provide inexpensive ways
to participate in the creation of the "information superhighway."

      Recent growth stock purchases include Computer  Associates,  Delrina,  and
Symantec, whose products, profits and stock prices we expect to benefit from the
broad business push for increased  productivity.  

HOW ABOUT HEALTHCARE; WHY ARE YOU HOLDING SUCH STRONG POSITIONS IN THESE STOCKS?

While HMOs and healthcare providers are out of favor today, the companies we own
are, we believe, strong com-petitors with good growth prospects. Other stocks,
including Eli Lilly and Bristol-Myers, have strong dividend yields--upwards of
5%.(1)

[FIGURE NUMBER 7]
 Photo of Richard Rubinstein

ARE YOU ADDING TO POSITIONS IN STOCKS IN BASIC INDUSTRIES AT THIS POINT IN THE
ECONOMIC CYCLE?

The industrial stocks we're buying--Georgia-Pacific and Louisiana-Pacific in the
paper industry; IMCGlobal, a world-class fertilizer company; Corning, Inc., and
Consolidated Freightways--have reduced their break-even points significantly.
They're very efficient companies today, and their earnings will benefit from
even modest improvements in pricing and business volumes.

WHAT'S YOUR OUTLOOK FOR THE FUND?

Over the past year, interest rates have overshadowed earnings as the factor
driving stock prices. In the months ahead, earnings should play a more
significant role in determining stock prices. At this point, there's nothing on
the horizon to suggest that we'll be dealing with runaway inflation or interest
rates any time soon. As we move into 1995, we should see much calmer investment
markets and continued gains in corporate earnings, both of which are expected to
help the Fund's performance. -

[FIGURE NUMBER 8]
 Photo of Robert Doll and Pat Andrzejewski

FACING PAGE
Top left: Portfolio Manager
Richard Rubinstein

Top right: The equity trading desk

Bottom:Mark Binning, Securities Coordinator, consults with Lawrence Apolito, VP
Equity Trading

THIS PAGE
Top: Richard Rubinstein

Bottom:Robert Doll, Executive VP, Director of Equity Investments, with his
assistant, Pat Andrzejewski

A Calmer markets and gains in corporate earnings should HELP performance.

1. The Fund's portfolio is subject to change.

5  Oppenheimer Fund

<PAGE>   6


                       STATEMENT OF INVESTMENTS December 31, 1994 (Unaudited)
<TABLE>
<CAPTION>


                                                                                                        FACE            MARKET VALUE
                                                                                                        AMOUNT          SEE NOTE 1
                                                                                                        ------          ------------

<S>                    <C>                                                                              <C>             <C>        
REPURCHASE AGREEMENTS  Repurchase agreement with First Chicago Capital Markets, 6%,
- --10.9%                dated 12/30/94, to be repurchased at $27,018,000 on 1/3/95,
                       collateralized by U.S. Treasury Nts., 3.875%--8.875%, 5/31/95--8/31/05,
                       with a value of $25,676,688 and U.S. Treasury Bonds, 10.75%--14.25%,
                       2/15/02--8/15/05 with a value of $1,886,222 (Cost $27,000,000)                   $27,000,000     $27,000,000

NON-CONVERTIBLE CORPORATE BONDS AND NOTES--0.6%

                       Mediq, Inc., 7.50% Exch. Sub. Debs., 7/15/03 (Cost $1,726,849)                     1,850,000       1,496,188
</TABLE>

<TABLE>
<CAPTION>


                                                                                                         SHARES

<S>                    <C>                                                                                  <C>           <C>    
COMMON STOCKS--85.3%
BASIC MATERIALS--7.4%



CHEMICALS--1.3%        IMC Global, Inc.(3)                                                                   31,000       1,340,750
                       Praxair, Inc.                                                                         65,500       1,342,750
                       Sybron Chemical Industries, Inc.(2)                                                   41,800         647,900
                                                                                                                          ---------
                                                                                                                          3,331,400




CHEMICALS:             ARCO Chemical Co.                                                                     40,800       1,795,200
DIVERSIFIED--2.3%
                       Bayer AG, Sponsored ADR(2)                                                           170,000       3,937,370
                                                                                                                          ---------
                                                                                                                          5,732,570



CHEMICALS:             Goldschmidt (T.H.) AG                                                                  1,875       1,004,022
SPECIALTY--0.4%



METAL:                 Brush Wellman, Inc.                                                                  151,400       2,630,575
MISCELLANEOUS--1.1%

PAPER AND FOREST       Georgia-Pacific Corp.                                                                 14,500       1,036,750
PRODUCTS--1.3%         Indah Kiat Pulp & Paper Corp.                                                        169,400         192,675
                       Louisiana-Pacific Corp.                                                               36,200         986,450
                       Macmillian Bloedel Ltd.                                                               68,200         843,975
                       PT Pabrik Kertas Tjiwi Kimia                                                          70,000         130,573
                                                                                                                          ---------
                                                                                                                          3,190,423



STEEL--1.0%            Inland Steel Industries, Inc.(2) (3)                                                  72,000       2,529,000

CONSUMER CYCLICALS--14.3%



AIRLINES--0.4%         AMR Corp.(2)                                                                          18,200         969,150



AUTOMOBILES--0.6%      Fiat SpA(2)                                                                          320,000       1,187,486

                       Mahindra & Mahindra Ltd., GDR                                                         16,000         178,520
                                                                                                                          ---------
                                                                                                                          1,366,006
</TABLE>

                       6 Oppenheimer Fund
<PAGE>   7

<TABLE>
<CAPTION>

                                                                                                                        MARKET VALUE
                                                                                                      SHARES            SEE NOTE 1
                                                                                                      ------            ------------

<S>                    <C>                                                                            <C>               <C>       
BROADCAST              Comcast Corp. Special, Cl. A                                                   117,950           $1,850,341
MEDIA--1.5%
                       SFX Broadcasting, Inc., Cl. A(2)                                                65,400            1,209,900
                       TeleCommunications, Inc., Cl. A(2)                                              35,000              761,250
                                                                                                                         ---------
                                                                                                                         3,821,491

ENTERTAINMENT--1.5%    King World Productions, Inc.(2)                                                 56,500            1,949,250
                       MGM Grand, Inc.(2) (3)                                                          35,000              844,375
                       Sega Enterprises                                                                15,000              864,488
                                                                                                                         ---------
                                                                                                                         3,658,113

HOTELS/MOTELS--0.3%    Circus Circus Enterprises Inc.(2)                                               36,300              843,975


HOUSEHOLD FURNISHINGS  Chromcraft Revington, Inc.(2)                                                   50,000            1,100,000
AND APPLIANCES--0.4%

LEISURE TIME--1.6%     Caesar's World, Inc.(2) (3)                                                     32,800            2,189,400
                       Eastman Kodak Co.                                                               25,500            1,217,625
                       International Game Technology(3)                                                32,100              497,550
                                                                                                                         ---------
                                                                                                                         3,904,575

PUBLISHING--1.9%       Bowne & Co., Inc.                                                               40,000              695,000
                       Time Warner, Inc.                                                               53,100            1,865,138
                       Wolters Kluwer NV                                                               27,450            2,031,089
                                                                                                                         ---------
                                                                                                                         4,591,227

RETAIL STORES:         Dillard Department Stores, Inc., Cl. A                                          35,000              936,250
DEPARTMENT STORES--0.4%


RETAIL STORES:         Price/Costco, Inc.(2)                                                           65,000              836,875
GENERAL
MERCHANDISE            Waban, Inc.(2) (3)                                                              44,000              781,000
CHAINS--0.7%                                                                                                             ---------
                                                                                                                         1,617,875

RETAIL: SPECIALTY      CML Group, Inc.(3)                                                              87,800              888,975
- --1.6%
                       Toys 'R' Us, Inc.(2)                                                            46,200            1,409,100
                       Venture Stores, Inc.                                                           138,000            1,604,250
                                                                                                                         ---------
                                                                                                                         3,902,325

TEXTILES: APPAREL      Authentic Fitness Corp.(2)                                                      90,000            1,248,750
MANUFACTURERS--1.7%    Cone Mills Corp.(2)                                                             70,000              831,250
                       Fruit of the Loom, Inc., Cl. A(2)                                               36,600              988,200
                       Warnaco Group, Inc. (The), Cl. A(2)                                             67,200            1,159,200
                                                                                                                         ---------
                                                                                                                         4,227,400
</TABLE>


                       7 Oppenheimer Fund



<PAGE>   8



                       STATEMENT OF INVESTMENTS (Unaudited) (Continued)


<TABLE>
<CAPTION>

                                                                                                                        MARKET VALUE
                                                                                                      SHARES            SEE NOTE 1
                                                                                                      ------            -----------

<S>                    <C>                                                                            <C>               <C>        
TOYS--1.7%             Mattel, Inc.(3)                                                                121,500           $ 3,052,688
                       Nintendo Corp. Ltd.                                                             18,000               972,436
                       SLM International Inc.(2)                                                       81,400               208,588
                                                                                                                        -----------
                                                                                                                          4,233,712

CONSUMER NON-CYCLICALS--16.1%

BEVERAGES: ALCOHOLIC   Guinness PLC                                                                   182,000             1,281,325
- --0.5%

BEVERAGES: SOFT        Whitman Corp.                                                                  104,300             1,799,175
DRINKS--0.7%

COSMETICS--0.2%        Maybelline, Inc.                                                                30,400               547,200

DRUGS--2.6%            Agouron Pharmaceuticals, Inc.(2)                                                24,500               275,625
                       Astra AB Free, Series A                                                         37,250               962,057
                       Ciba-Geigy AG                                                                    2,025             1,208,506
                       Lilly (Eli) & Co.(3)                                                            12,000               787,500
                       Medeva PLC                                                                     399,335             1,018,358
                       Mylan Laboratories, Inc.(3)                                                     52,800             1,425,600
                       Nature's Bounty, Inc.(2)                                                       145,000               788,438
                                                                                                                        -----------
                                                                                                                          6,466,084

FOOD PROCESSING        Nestle SA, Sponsored ADR                                                        60,000             2,858,646
- --2.0%
                       Sanfilippo (John B.) & Son, Inc.                                                90,000               495,000
                       Sara Lee Corp.                                                                  61,700             1,557,925
                                                                                                                        -----------
                                                                                                                          4,911,571

FOOD WHOLESALERS       Food Lion, Inc., Cl. A                                                         114,500               586,813
- --0.2%

HEALTHCARE:            Abbott Laboratories                                                             30,700             1,001,588
DIVERSIFIED--2.1%
                       Bristol-Myers Squibb Co.                                                        48,000             2,778,000
                       Schering AG                                                                      2,050             1,342,406
                                                                                                                        -----------
                                                                                                                          5,121,994

HEALTHCARE:            Amgen, Inc.(2)(3)                                                               32,000             1,888,000
MISCELLANEOUS--4.2%
                       Biosys, Inc.(2)                                                                101,200               227,700
                       Chiron Corp.(2)(3)                                                              12,300               988,613
                       Genzyme Corp.(2)(3)                                                             38,000             1,197,000
                       Manor Care, Inc.                                                                50,770             1,389,829
                       U.S. Healthcare, Inc.(3)                                                       116,700             4,813,875
                                                                                                                        -----------
                                                                                                                         10,505,017

HOSPITAL               Novacare, Inc.(2)                                                               98,000               710,500
MANAGEMENT--0.7%
                       Wellpoint Health Networks, Inc., Cl. A(2)                                       31,000               902,875
                                                                                                                        -----------
                                                                                                                          1,613,375

</TABLE>


                       8 Oppenheimer Fund



<PAGE>   9

<TABLE>
<CAPTION>

                                                                                                                       MARRKET VALUE
                                                                                                      SHARES           SEE NOTE 1
                                                                                                      ------           -------------

<S>                    <C>                                                                            <C>              <C>       
MEDICAL                Medtronic, Inc.                                                                 22,400          $1,246,000
PRODUCTS--1.6%
                       Mitek Surgical Products, Inc.(2)                                                60,000           1,485,000
                       Nellcor, Inc.(2)                                                                38,000           1,254,000
                                                                                                                       ----------
                                                                                                                        3,985,000

TOBACCO--1.3%          Philip Morris Cos., Inc.                                                        55,100           3,168,250

Energy--3.8%

COAL--0.5%             Ashland Coal, Inc.                                                              41,200           1,174,200

OIL: INTEGRATED        Ashland Oil, Inc.                                                               23,000             793,500
DOMESTIC--1.7%
                       Atlantic Richfield Co.                                                          10,500           1,068,375
                       Unocal Corp.                                                                    88,000           2,398,000
                                                                                                                       ----------
                                                                                                                        4,259,875

OIL: INTEGRATED        Royal Dutch Petroleum Co.                                                       10,000           1,075,000
INTERNATIONAL--1.6%    Saga Petroleum AS, Cl. B                                                        82,000             848,609
                       Total SA, Sponsored ADR                                                         46,180           1,362,310
                       YuKong Ltd., GDR(1) (2)                                                         26,500             417,375
                       YuKong Ltd., GDR(1) (2)                                                         13,000             195,000
                                                                                                                       ----------
                                                                                                                        3,898,294
INDUSTRIAL--14.5%

BUILDING MATERIALS     Masco Corp.                                                                     35,000             791,875
GROUP--1.3%
                       Owens-Corning Fiberglass Corp.(2)                                               77,000           2,464,000
                                                                                                                       ----------
                                                                                                                        3,255,875

COMMERCIAL             Sylvan Learning Systems, Inc.(2)                                                27,700             547,075
SERVICES--0.2%

CONGLOMERATES--2.1%    Jardine Matheson Holdings Ltd.                                                 100,936             720,781
                       Kinnevik Investments AB Free, Series B                                          31,500           1,042,363
                       Tenneco, Inc.                                                                   65,000           2,762,500
                       Wharf Holdings                                                                 233,000             785,998
                                                                                                                       ----------
                                                                                                                        5,311,642

</TABLE>


                       9 Oppenheimer Fund

<PAGE>   10

                       STATEMENT OF INVESTMENTS (Unaudited) (Continued)
<TABLE>
<CAPTION>

                                                                                                                        MARKET VALUE
                                                                                                         SHARES         SEE NOTE 1
                                                                                                         ------         ------------

<S>                    <C>                                                                               <C>            <C>       
CONTAINERS: METAL      Corning, Inc.                                                                      34,700         $1,036,663
AND GLASS--0.8%        Interpool, Inc.(2)                                                                 56,800            844,900
                                                                                                                        -----------
                                                                                                                          1,881,563

ELECTRICAL EQUIPMENT   C-Cube Microsystems, Inc.(2)                                                       32,000            608,000
- --1.2%
                       General Electric Co.                                                               44,000          2,244,000
                                                                                                                        -----------
                                                                                                                          2,852,000

ENGINEERING            Empresas ICA Sociedad Controladora SA de C.V.(3)                                   50,400            781,200
AND CONSTRUCTION       Huarte SA                                                                          98,650            921,822
- --0.7%                                                                                                                  -----------
                                                                                                                          1,703,022

HEAVY DUTY TRUCKS      Spartan Motors, Inc.                                                               49,750            665,406
AND PARTS--0.3%

MACHINERY:             Harnischfeger Industries, Inc.                                                     36,000          1,012,500
DIVERSIFIED--0.4%

MANUFACTURING:         Mannesmann AG                                                                       9,775          2,648,682
DIVERSIFIED            Olin Corp.                                                                         20,000          1,030,000
INDUSTRIALS--2.1%
                       Siemens AG, ADR                                                                    19,000          1,591,081
                                                                                                                        -----------
                                                                                                                          5,269,763

POLLUTION CONTROL      Waste Management International PLC, Sponsored ADR(2)                               77,000            875,875
- --0.4%

RAILROADS--1.8%        Burlington Northern, Inc.                                                          70,400          3,388,000
                       Chicago & North Western Holdings Corp.(2)                                          57,800          1,112,650
                                                             --                                                         -----------
                                                                                                                          4,500,650

TRANSPORTATION:        Airborne Freight Corp.                                                             49,000          1,004,500
MISCELLANEOUS--3.2%    Consolidated Freightways, Inc.                                                     71,500          1,599,813
                       D/S AF 1912  "B"                                                                      100          1,922,596
                       Lisnave-Estaleiros Navais de Lisbona SA(2)                                         33,000            161,683
                       OMI Corp.                                                                          46,700            309,388
                       Stolt-Nielsen SA                                                                  134,700          2,778,188
                       Westmont Berhad                                                                    25,000            155,667
                                                                                                                        -----------
                                                                                                                          7,931,835

FINANCIAL--8.7%

COMMERCIAL FINANCE     SG Warburg & Co., Inc. Ords.                                                       98,500          1,064,853
- --0.4%

FINANCIAL SERVICES:    American Express Co.(3)                                                            42,000          1,239,000
MISCELLANEOUS--1.9%    CMAC Investment Corp.                                                              46,200          1,334,025
                       H & R Block, Inc.                                                                  20,900            775,913
                       Merrill Lynch & Co., Inc.                                                          38,200          1,365,650
                                                                                                                        -----------
                                                                                                                          4,714,588

</TABLE>

                       10 Oppenheimer Fund



<PAGE>   11



<TABLE>
<CAPTION>

                                                                                                                       MARKET VALUE
                                                                                                       SHARES          SEE NOTE 1
                                                                                                       ------          -------------
<S>                    <C>                                                                             <C>             <C>       
INSURANCE: LIFE--0.7%  Bankers Life Holding Corp.                                                       53,300         $ 1,012,700
                       National Mutual Asia Ltd.(2)                                                    254,000             167,428
                       UNUM Corp.                                                                       16,900             637,975
                                                                                                                       -----------
                                                                                                                         1,818,103

INSURANCE: MULTI-LINE  Aetna Life & Casualty Co.                                                        21,600           1,017,900
- --1.5%
                       American International Group, Inc.                                               13,000           1,274,000
                       AmericanRe Corp.(2)                                                              42,000           1,354,500
                                                                                                                       -----------
                                                                                                                         3,646,400

MAJOR BANKS:           Banco Frances del Rio Plata                                                      20,000             142,500
OTHER--1.2%
                       Deutsche Bank AG, ADR                                                             6,000           2,787,069
                       Korea First Bank                                                                  4,942              68,944
                       Turkiye Garanti Bankasi AS, Sponsored ADR(1)                                     17,000              43,047
                                                                                                                       -----------
                                                                                                                         3,041,560

MAJOR BANKS:           NationsBank Corp.                                                                53,200           2,400,650
REGIONAL--1.0%

MONEY CENTER           Bankers Trust New York Corp.(3)                                                  28,100           1,556,038
BANKS--1.2%
                       Chemical Banking Corp.                                                           42,900           1,539,038
                                                                                                                       -----------
                                                                                                                         3,095,076

SAVINGS AND LOANS/     Golden West Financial Corp.                                                      53,000           1,868,250
HOLDING COS.--0.8%

TECHNOLOGY--17.5%

AEROSPACE/DEFENSE      General Dynamics Corp.(3)                                                        34,500           1,500,750
- --1.6%
                       McDonnell Douglas Corp.(3)                                                       11,000           1,562,000
                       Rockwell International Corp.                                                     26,000             929,500
                                                                                                                       -----------
                                                                                                                         3,992,250

COMPUTER SOFTWARE      Bay Networks, Inc.(2)(3)                                                         54,447           1,606,180
AND SERVICES--6.6%     BMC Software, Inc.(2)(3)                                                         32,400           1,842,750
                       Computer Associates International, Inc.(3)                                       33,500           1,624,750
                       Delrina Corp.(2)                                                                 71,500             884,813
                       Electronic Arts, Inc.(2)                                                         61,500           1,183,875
                       Informix Corp.(2)                                                                30,000             963,750
                       Landmark Graphics Corp.(2)                                                       41,600             748,800
                       Lotus Development Corp.(2)(3)                                                    19,800             811,800
                       Marcam Corp.(2)                                                                  71,600             724,950
                       Microsoft Corp.(2)(3)                                                            23,800           1,454,775
                       Novell, Inc.(2)                                                                 127,000           2,174,875
                       Pyxis Corp.(2)(3)                                                                57,600           1,094,400
                       Symantec Corp.(2)                                                                70,000           1,225,000
                                                                                                                       -----------
                                                                                                                        16,340,718
</TABLE>


                       11 Oppenheimer Fund
<PAGE>   12


                       STATEMENT OF INVESTMENTS (Unaudited) (Continued)
<TABLE>
<CAPTION>

                                                                                                                        Market Value
                                                                                                           Shares       See Note 1
                                                                                                           ------       ------------
<S>                    <C>                                                                                 <C>          <C>       

COMPUTER SYSTEMS       Cabletron Systems, Inc.(2)(3)                                                        12,500      $   581,250
- --1.6%
                       Sun Microsystems, Inc.(2)(3)                                                         35,900        1,274,450
                       Tandem Computers, Inc.(2)(3)                                                        118,000        2,020,750
                                                                                                                        -----------
                                                                                                                          3,876,450

ELECTRONICS:           Hewlett-Packard Co.(3)                                                               29,000        2,896,375
INSTRUMENTATION--1.2%

ELECTRONICS:           Intel Corp.                                                                          74,700        4,771,463
SEMICONDUCTORS--1.9%

OFFICE EQUIPMENT AND   Xerox Corp.                                                                          37,000        3,663,000
SUPPLIES--1.5%

TELECOMMUNICATIONS     Airtouch Communications, Inc.(2)(3)                                                  45,500        1,325,188
- --3.1%
                       AT&T Corp.                                                                           24,000        1,206,000
                       ECI Telecommunications Ltd.                                                          57,500          783,438
                       MCI Communications Corp.                                                            108,000        1,984,500
                       Rogers Cantel Mobile Communications, Inc., Sub. Cl. B(2)                             77,500        2,259,613
                       Technology Resources Industries                                                      42,000          134,050
                                                                                                                        -----------
                                                                                                                          7,692,789

UTILITIES--3.0%

ELECTRIC COMPANIES     Central Puerto SA, ADR(1)                                                             5,000          123,742
- --1.0%
                       Korea Electric Power Co.                                                             30,000        1,034,876
                       Verbund Oest Electriz                                                                25,200        1,455,511
                                                                                                                        -----------
                                                                                                                          2,614,129

NATURAL GAS--0.4%      Hong Kong & China Gas                                                               619,200        1,000,382

TELEPHONE--1.6%        BCE, Inc.                                                                            34,000        1,092,250
                       US West, Inc.                                                                        78,900        2,810,813
                                                                                                                        -----------
                                                                                                                          3,903,063
                                                                                                                        -----------
                       Total Common Stocks (Cost $174,710,285)                                                          211,115,567

PREFERRED STOCKS--3.6%

                       Advanced Micro Devices, Inc., Depositary Cv. Exchangeable Preferred Shares
                       Each Representing 1/10th Share of $30 Cv. Exchangeable Preferred Shares              17,800         934,500
                       Alumax, Inc., $4.00 Cv., Series A                                                     7,333         885,460
                       Chiquita Brands International, Inc., $1.32 Depositary Shares                         45,000         618,750
                       Cyprus Amax Minerals Co., $4.00 Cv., Series A                                        20,666       1,206,377
                       Delta Airlines, Inc., $3.50 Cv. Depositary Shares, Series C                          36,300       1,588,125
                       FHP International Corp., Series A                                                    91,900       2,251,550
                       First Chicago Corp., Debt Exchangeable for Common Stock
                       of Nextel Communications, Inc., 5.50%, 2/15/97                                       30,000         525,000
                       Sap AG                                                                                1,670         952,429
                                                                                                                        ----------
                       Total Preferred Stocks (Cost $8,192,811)                                                          8,962,191
</TABLE>



                       12 Oppenheimer Fund

<PAGE>   13

<TABLE>
<CAPTION>

                                                                                                                     Market Value
                                                                                                  Shares             See Note 1
                                                                                                  ------------       ----------
<S>                                                                                               <C>                <C>       

TOTAL INVESTMENTS, AT VALUE (COST $211,629,945)                                                   100.4%             $248,573,946
LIABILITIES IN EXCESS OF OTHER ASSETS                                                              (0.4)               (1,027,908)
                                                                                                  -----              ------------ 
NET ASSETS                                                                                        100.0%             $247,546,038
                                                                                                 ======              ============
</TABLE>


1. Restricted security--See Note 5 of Notes to Financial Statements.

2. Non-income producing security.

3. Securities  with an aggregate  market value of $13,138,825 are held in escrow
to cover outstanding call options, as follows:

<TABLE>
<CAPTION>



                                                                 SHARES       EXPIRATION            EXERCISE
                                                        SUBJECT TO CALL       DATE                  PRICE
                                                        ---------------       ----------            --------

<S>                                                               <C>            <C>                <C>
AirTouch Communications, Inc.                                     9,000          1/95               $  30.00
American Express Co.                                              8,400          4/95                  35.00
Amgen, Inc.                                                      10,000          4/95                  60.00
BMC Software, Inc.                                                9,600          5/95                  60.00
Bankers Trust New York Corp.                                      5,600          1/95                  70.00
Bay Networks, Inc.                                               10,800          3/95                  30.00
CML Group, Inc.                                                  17,000          1/95                  12.50
Cabletron Systems, Inc.                                           2,500          1/95                  48.00
Cabletron Systems, Inc.                                           1,000          4/95                  50.00
Caesar's World, Inc.                                              7,600          2/95                  50.00
Chiron Corp.                                                      3,000          1/95                  75.00
Chiron Corp.                                                      4,000          4/95                  80.00
Computer Associates International, Inc.                           8,000          4/95                  50.00
Empresas ICA Sociedad Controladora SA de C.V.                    17,000          1/95                  35.00
General Dynamics Corp.                                            6,500          2/95                  45.00
General Dynamics Corp.                                            6,500          5/95                  50.00
Genzyme Corp.                                                     7,200          1/95                  40.00
Hewlett-Packard Co.                                               6,000          5/95                 105.00
Hewlett-Packard Co.                                               6,000          5/95                  95.00
IMC Global, Inc.                                                  6,200          4/95                  45.00
Inland Steel Industries, Inc.                                    14,400          3/95                  45.00
International Game Technology                                     5,200          1/95                  25.00
Lilly (Eli) & Co.                                                 6,000          4/95                  60.00
Lotus Development Corp.                                           4,800          1/95                  50.00
Lotus Development Corp.                                           7,400          1/95                  50.00
Lotus Development Corp.                                           7,600          4/95                  50.00
MGM Grand, Inc.                                                   7,000          3/95                  35.00
Mattel, Inc.                                                     26,000          1/95                  30.00
McDonnell Douglas Corp.                                           3,000          5/95                 140.00
Microsoft Corp.                                                   2,800          4/95                  65.00
Mylan Laboratories, Inc.                                         10,400          4/95                  30.00
Pyxis Corp.                                                      11,400          4/95                  30.00
Sun Microsystems, Inc.                                            8,200          1/95                  30.00
Sun Microsystems, Inc.                                            8,200          4/95                  35.00
Sun Microsystems, Inc.                                            2,600          7/95                  40.00
Tandem Computers, Inc.                                           21,000          4/95                  17.50
U.S. Healthcare, Inc.                                            20,000          1/95                  45.00
U.S. Healthcare, Inc.                                            20,000          4/95                  50.00
Upjohn Co.                                                        5,000          1/95                  40.00
Waban, Inc.                                                       8,800          3/95                  20.00



</TABLE>


<TABLE>
<CAPTION>

                                                       PREMIUM       MARKET VALUE
                                                       RECEIVED      SEE NOTE 1
                                                       --------      ------------

<S>                                                    <C>           <C>
AirTouch Communications, Inc.                          $  9,292      $  3,375
American Express Co.                                     13,398         2,100
Amgen, Inc.                                              49,700        40,000
BMC Software, Inc.                                       36,959        48,000
Bankers Trust New York Corp.                             25,031           350
Bay Networks, Inc.                                       23,975        30,375
CML Group, Inc.                                          18,615         2,125
Cabletron Systems, Inc.                                   4,845         2,344
Cabletron Systems, Inc.                                   4,220         2,688
Caesar's World, Inc.                                     26,371       133,000
Chiron Corp.                                             11,535        15,750
Chiron Corp.                                             26,879         4,500
Computer Associates International, Inc.                  39,959        29,000
Empresas ICA Sociedad Controladora SA de C.V.            38,801         1,063
General Dynamics Corp.                                   15,648         8,125
General Dynamics Corp.                                   11,316         6,906
Genzyme Corp.                                            10,389           450
Hewlett-Packard Co.                                      37,319        30,000
Hewlett-Packard Co.                                      47,068        68,250
IMC Global, Inc.                                         18,413        17,050
Inland Steel Industries, Inc.                            21,167         2,700
International Game Technology                             9,919           325
Lilly (Eli) & Co.                                        26,069        46,500
Lotus Development Corp.                                  17,255         1,500
Lotus Development Corp.                                  23,827           463
Lotus Development Corp.                                  33,971        13,300
MGM Grand, Inc.                                          12,477         1,313
Mattel, Inc.                                             46,343         3,250
McDonnell Douglas Corp.                                  31,409        34,124
Microsoft Corp.                                           6,916         6,650
Mylan Laboratories, Inc.                                 19,187        13,650
Pyxis Corp.                                              40,982        10,687
Sun Microsystems, Inc.                                   12,566        48,175
Sun Microsystems, Inc.                                   14,104        28,700
Sun Microsystems, Inc.                                    4,959         6,175
Tandem Computers, Inc.                                   25,619        31,500
U.S. Healthcare, Inc.                                    58,148         5,000
U.S. Healthcare, Inc.                                    76,897        17,500
Upjohn Co.                                                7,975           625
Waban, Inc.                                              14,036         1,650
                                                         ------         -----
                                                       $973,559      $719,238
                                                       ========      ========
</TABLE>




                       See accompanying Notes to Financial Statements.

                       13 Oppenheimer Fund



<PAGE>   14

                       STATEMENT OF ASSETS AND LIABILITIES December 31, 1994 
                       (Unaudited)


<TABLE>

<S>                    <C>                                                                                              <C>
ASSETS                 Investments, at value (including repurchase agreements of $27,000,000)
                       (cost $211,629,945)--see accompanying statement                                                  $248,573,946
                       Cash                                                                                                   35,423
                       Receivables:
                       Investments sold                                                                                    1,331,209
                       Shares of beneficial interest sold                                                                    584,985
                       Interest and dividends                                                                                490,423
                       Other                                                                                                  49,780
                                                                                                                        ------------
                       Total assets                                                                                      251,065,766

LIABILITIES            Options written, at value (premiums received $973,559)--
                       see accompanying statement--Note 4                                                                    719,238
                       Payables and other liabilities:
                       Distributions and dividends                                                                         1,356,418
                       Shares of beneficial interest redeemed                                                                667,391
                       Investments purchased                                                                                 425,727
                       Distribution and service plan fees--Note 6                                                            112,988
                       Other                                                                                                 237,966
                                                                                                                        ------------
                       Total liabilities                                                                                   3,519,728
                                                                                                                                    
NET ASSETS                                                                                                              $247,546,038
                                                                                                                        ============

COMPOSITION OF         Paid-in capital                                                                                  $205,376,592
NET ASSETS             Undistributed (overdistributed) net investment income                                               1,316,642
                       Accumulated net realized gain (loss) from investment, written option
                       and foreign currency transactions                                                                   3,654,482
                       Net unrealized appreciation (depreciation) on investments, options written and
                       translation of assets and liabilities denominated in foreign currencies--Note 3                    37,198,322
                                                                                                                        ------------
                       Net assets                                                                                       $247,546,038
                                                                                                                        ============

NET ASSET VALUE        Class A Shares:
PER SHARE              Net asset value and redemption price per share (based on net assets of $246,402,667 and
                       25,068,767 shares of beneficial interest outstanding)                                                   $9.83
                       Maximum offering price per share (net asset value plus sales
                       charge of 5.75% of offering price)                                                                     $10.43

                       Class C Shares:
                       Net asset value, redemption price and offering price per share (based on net assets
                       of $1,143,371 and 117,362 shares of beneficial interest outstanding)                                    $9.74
</TABLE>


                       See accompanying Notes to Financial Statements.

                       14 Oppenheimer Fund

<PAGE>   15



                       STATEMENT OF OPERATIONS For the Six Months Ended December
                       31, 1994 (Unaudited)
<TABLE>


<S>                    <C>                                                                                              <C>        
INVESTMENT INCOME      Interest                                                                                         $   716,006
                       Dividends (net of withholding taxes of $8,012)                                                     1,713,658
                                                                                                                        -----------
                       Total income                                                                                       2,429,664

EXPENSES               Management fees--Note 6                                                                              933,819
                       Distribution and service plan fees:
                       Class A--Note 6                                                                                      198,315
                       Class C--Note 6                                                                                        3,123
                       Transfer and shareholder servicing agent fees--Note 6                                                175,381
                       Shareholder reports                                                                                  169,019
                       Custodian fees and expenses                                                                           22,312
                       Trustees' fees and expenses                                                                           16,937
                       Legal and auditing fees                                                                               16,371
                       Registration and filing fees:
                       Class A                                                                                                  230
                       Class C                                                                                                  255
                       Other                                                                                                106,731
                                                                                                                        -----------
                       Total expenses                                                                                     1,642,493

NET INVESTMENT INCOME (LOSS)                                                                                                787,171

REALIZED AND           Net realized gain (loss) from:
UNREALIZED GAIN        Investments                                                                                        7,630,765
(LOSS) ON              Closing and expiration of option contracts written--Note 4                                           649,386
INVESTMENTS, OPTIONS   Foreign currency transactions                                                                        244,385
                                                                                                                        -----------
WRITTEN AND FOREIGN    Net realized gain (loss)                                                                           8,524,536
CURRENCY TRANSACTIONS

                       Net change in unrealized appreciation or depreciation on:
                       Investments and options written                                                                     (557,632)
                       Translation of assets and liabilities denominated in foreign currencies                              (15,330)
                                                                                                                        ----------- 
                       Net change                                                                                          (572,962)
                                                                                                                        ----------- 
                       Net realized and unrealized gain (loss) on investments, options written and
                       foreign currency transactions                                                                      7,951,574

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                         $ 8,738,745
                                                                                                                        ===========
</TABLE>

                       See accompanying Notes to Financial Statements.

                       15 Oppenheimer Fund

<PAGE>   16

                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                                                                  SIX MONTHS ENDED    YEAR ENDED
                                                                                                  DECEMBER 31,        JUNE 30,
                                                                                                  1994 (UNAUDITED)    1994
                                                                                                  ----------------    ----------

<S>                    <C>                                                                          <C>               <C>          
OPERATIONS             Net investment income (loss)                                                 $     787,171     $   1,591,019
                       Net realized gain (loss) on investments, options written and
                       foreign currency transactions                                                    8,524,536        18,028,894
                       Net change in unrealized appreciation or depreciation  on
                       investments, options written and translation of assets and
                       liabilities denominated in foreign currencies                                     (572,962)       (7,734,744)
                                                                                                    -------------     ------------- 
                       Net increase (decrease) in net assets resulting from operations                  8,738,745        11,885,169

DIVIDENDS AND          Dividends from net investment income:
DISTRIBUTIONS TO       Class A ($.0214 and $.033 per share, respectively)                                (498,951)         (665,882)
SHAREHOLDERS           Class C ($.02 per share)                                                              --                  (2)

                       Distributions from net realized gain
                       on investments,  options written and
                       foreign currency transactions:
                       Class A ($1.0829 and $.4495 per share, respectively)                           (24,604,695)       (9,068,819)
                       Class C ($1.0829 and $.4495 per share, respectively)                              (100,620)              (41)

BENEFICIAL INTEREST    Net increase (decrease) in net assets resulting from Class A
TRANSACTIONS           beneficial interest transactions--Note 2                                        25,488,333        18,939,597

                       Net increase (decrease) in net assets resulting from Class C
                       beneficial interest transactions--Note 2                                           948,109           304,968

NET ASSETS             Total increase (decrease)                                                        9,970,921        21,394,990
                       Beginning of period                                                            237,575,117       216,180,127
                                                                                                    -------------     -------------
                       End of period [including undistributed (overdistributed) net investment
                       income of $1,316,642 and $1,028,422, respectively]                           $ 247,546,038     $ 237,575,117
                                                                                                    =============     =============

</TABLE>

                       See accompanying Notes to Financial Statements.

                       16 Oppenheimer Fund



<PAGE>   17


                                                FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                CLASS A
                                                ---------------------------------------------------------------------
                                                SIX MONTHS ENDED
                                                DECEMBER 31,         YEAR ENDED JUNE 30,
                                                1994 (UNAUDITED)     1994               1993               1992
                                                ----------------     ----               ----               ----

<S>                                                 <C>                <C>                <C>                <C>    

PER SHARE OPERATING DATA:
Net asset value, beginning of period                $ 10.55             $10.41              $9.72              $9.31
Income (loss) from investment operations:
Net investment income                                   .22                .07                .11                .16
Net realized and unrealized gain
(loss) on investments, options
written and foreign currency
transactions                                            .35                .55               1.15                .84
                                                    -------            -------            -------            -------
Total income (loss) from investment
operations                                              .57                .62               1.26               1.00
Dividends and distributions to shareholders:
Dividends from net investment income                   (.21)              (.03)              (.10)              (.32)
Distributions from net realized gain
on investments, options written
and foreign currency transactions                     (1.08)              (.45)              (.47)              (.27)
                                                    -------            -------            -------            -------
Total dividends and distributions
to shareholders                                       (1.29)              (.48)              (.57)              (.59)
Net asset value, end of period                        $9.83             $10.55             $10.41              $9.72
                                                    =======            =======            =======            =======
TOTAL RETURN, AT NET ASSET VALUE(2)                    3.68%              5.84%             13.33%             11.22%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                     $246,403           $237,281           $216,180           $209,495
Average net assets (in thousands)                  $248,369           $229,976           $212,660           $221,369
Number of shares outstanding at
end of period (in thousands)                         25,069             22,485             20,769             21,555
Ratios to average net assets:
Net investment income                                   .63%(3)            .69%              1.05%              1.71%
Expenses                                               1.31%(3)           1.16%              1.10%              1.09%
Portfolio turnover rate(4)                             17.7%              41.6%              35.6%              58.2%

</TABLE>

<TABLE>
<CAPTION>

                                                                                       CLASS C
                                                                                       ---------------------------
                                                                                       SIX MONTHS
                                                                                       ENDED DEC 31, PERIOD ENDED
                                                                                       1994          JUNE 30,
                                                1991               1990                (UNAUDITED)   1994(1)
                                                ----               ----                ------------- ------------

<S>                                               <C>                <C>               <C>                 <C>    
PER SHARE OPERATING DATA:
Net asset value, beginning of period                $9.06             $9.17             $10.49             $11.08
Income (loss) from investment operations:
Net investment income                                 .26               .32               --                  .02
Net realized and unrealized gain
(loss) on investments, options
written and foreign currency
transactions                                          .69               .23                .33               (.14)
                                                  -------           -------            -------            -------
Total income (loss) from investment
operations                                            .95               .55                .33               (.12)
Dividends and distributions to shareholders:
Dividends from net investment income                 (.22)             (.25)              --                 (.02)
Distributions from net realized gain
on investments, options written
and foreign currency transactions                    (.48)             (.41)             (1.08)              (.45)
                                                  -------           -------            -------            -------
Total dividends and distributions
to shareholders                                      (.70)             (.66)             (1.08)              (.47)
Net asset value, end of period                      $9.31             $9.06              $9.74             $10.49
                                                  =======            ======            =======            =======
TOTAL RETURN, AT NET ASSET VALUE(2)                 11.65%             6.04%              3.21%             (1.24)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                   $202,509          $196,076             $1,143              $ 294
Average net assets (in thousands)                $189,994          $206,259               $628              $ 108
Number of shares outstanding at
end of period (in thousands)                       21,748            21,639                117                 28
Ratios to average net assets:
Net investment income                                2.91%             3.36%              (.13)%(3)           .05%(3)
Expenses                                             1.07%             1.04%              2.13%(3)           2.44%(3)
Portfolio turnover rate(4)                          105.8%             79.5%              17.7%              41.6%

</TABLE>






                       1. For the period from December 1, 1993 (inception of
                       offering) to June 30, 1994.

                       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, 1994 were
                       $41,162,496 and $39,509,020, respectively.

                       See accompanying Notes to Financial Statements.

                       17 Oppenheimer Fund

<PAGE>   18



                       NOTES TO FINANCIAL STATEMENTS (Unaudited)






1. SIGNIFICANT         Oppenheimer Fund (the Fund) is registered under the
   ACCOUNTING          Investment Company Act of 1940, as amended, as a
   POLICIES            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 using dealer-supplied valuations provided the
                       Manager is satisfied that the firm rendering the quotes
                       is reliable and that the quotes reflect current market
                       value, or under consistently applied procedures
                       established by the Board of Trustees to determine fair
                       value in good faith. 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.
                       Options are valued based upon the last sale 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. The market value of
                       the underlying securities is required to be at least 102%
                       of the resale price at the time of purchase. 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.

                       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.

                       18 Oppenheimer Fund

<PAGE>   19






1. SIGNIFICANT         FEDERAL INCOME TAXES. The Fund intends to continue to
   ACCOUNTING          comply with provisions of the Internal Revenue Code
   POLICIES            applicable to regulated investment companies and to
   (CONTINUED)         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.

                       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. The
                       accumulated liability for the Fund's projected benefit
                       obligations was $67,588 at December 31, 1994. No payments
                       have been made under the plan.

                       DISTRIBUTIONS TO SHAREHOLDERS. Dividends and
                       distributions to shareholders are reported on the
                       ex-dividends date.

                       CHANGE IN ACCOUNTING CLASSIFICATION OF DISTRIBUTIONS TO
                       SHAREHOLDERS. Net investment income (loss) and net
                       realized gain (loss) may differ for financial statement
                       and tax purposes primarily because of paydown gains and
                       losses and the recognition of certain foreign currency
                       gains (losses) as ordinary income (loss) for tax
                       purposes. The character of the distributions made during
                       the year from net investment income or net realized gains
                       may differ from their ultimate characterization for
                       federal income tax purposes. Also, due to timing of
                       dividend distributions, the fiscal year in which amounts
                       are distributed may differ from the year that the income
                       or realized gain (loss) was recorded by the Fund.
                       Effective July 1, 1993, the Fund adopted Statement of
                       Position 93-2: Determination, Disclosure, and Financial
                       Statement Presentation of Income, Capital Gain, and
                       Return of Capital Distributions by Investment Companies.
                       As a result, the Fund changed the classification of
                       distributions to shareholders to better disclose the
                       differences between financial statement amounts and
                       distributions determined in accordance with income tax
                       regulations. Accordingly, subsequent to June 30, 1993,
                       amounts have been reclassified to reflect a decrease in
                       paid-in capital of $373,921, a decrease in undistributed
                       net investment income of $136,644, and an increase in
                       undistributed capital gain on investments of $510,565.

                       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           The Fund has authorized an unlimited number of no par
   BENEFICIAL          value shares of beneficial interest. Transactions in
   INTEREST            shares of beneficial interest were as follows:

<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED DECEMBER 31, 1994   YEAR ENDED JUNE 30, 1994(1)
                                                                   ----------------------------------   ---------------------------
                                                                   SHARES       AMOUNT                  SHARES        AMOUNT
                                                                   ------       ------                  ------        ------

                       <S>                                        <C>           <C>                     <C>           <C>          

                       Class A:
                       Sold                                        2,994,004    $  32,990,016            3,600,642    $  39,529,238
                       Dividends and distributions reinvested      2,364,738       23,174,433              816,887        8,879,570
                       Redeemed                                   (2,775,090)     (30,676,116)          (2,701,648)     (29,469,211)
                                                                  ----------      -----------           ----------      ----------- 
                       Net increase                                2,583,652    $  25,488,333            1,715,881    $  18,939,597
                                                                  ==========    =============           ==========    =============
                       Class C:
                       Sold                                           85,350    $     916,540               29,766    $     323,590
                       Dividends and distributions reinvested          8,876           86,189                   --               --
                       Redeemed                                       (4,914)         (54,620)              (1,716)         (18,622)
                                                                  ----------      -----------           ----------      ----------- 
                       Net increase                                   89,312    $     948,109               28,050    $     304,968
                                                                  ==========    =============           ==========    =============
</TABLE>

                       1. For the year ended June 30, 1994 for Class A shares
                       and for the period from December 1, 1993 (inception of
                       offering) to June 30, 1994 for Class C shares.

                       19 Oppenheimer Fund

<PAGE>   20




                       NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

3. UNREALIZED GAINS    At December 31, 1994, net unrealized appreciation on
   AND LOSSES ON       investments and options written of $37,198,322 was
   INVESTMENTS AND     composed of gross appreciation of $49,361,633, and gross
   OPTIONS WRITTEN     depreciation of $12,163,311.

4. OPTION ACTIVITY     The Fund may buy and sell put and call options, or write
                       covered call options on portfolio securities in order to
                       produce incremental earnings or protect against changes
                       in the value of portfolio securities.

                             The Fund generally purchases put options or writes
                       covered call options to hedge against adverse movements
                       in the value of portfolio holdings. When an option is
                       written, the Fund receives a premium and becomes
                       obligated to sell or purchase the underlying security at
                       a fixed price, upon exercise of the option. The Fund
                       segregates assets to cover its obligations under option
                       contracts.

                             Options are valued daily based upon the last sale
                       price on the principal exchange on which the option is
                       traded and unrealized appreciation or depreciation is
                       recorded. The Fund will realize a gain or loss upon the
                       expiration or closing of the option transaction. When an
                       option is exercised, the proceeds on sales for a written
                       call option, the purchase cost for a written put option,
                       or the cost of the security for a purchased put or call
                       option is adjusted by the amount of premium received or
                       paid.

                             In this report, securities segregated to cover
                       outstanding call options are noted in the Statement of
                       Investments. Shares subject to call, expiration date,
                       exercise price, premium received and market value are
                       detailed in a footnote to the Statement of Investments.
                       Options written are reported as a liability in the
                       Statement of Assets and Liabilities. Gains and losses are
                       reported in the Statement of Operations.

                             The risk in writing a call option is that the Fund
                       gives up the opportunity for profit if the market price
                       of the security increases and the option is exercised.
                       The risk in writing a put option is that the Fund may
                       incur a loss if the market price of the security
                       decreases and the option is exercised. The risk in buying
                       an option is that the Fund pays a premium whether or not
                       the option is exercised. The Fund also has the additional
                       risk of not being able to enter into a closing
                       transaction if a liquid secondary market does not exist.

                       Call option activity for the six months ended December
                       31, 1994 was as follows:
<TABLE>
<CAPTION>

                                                                                      NUMBER OF      AMOUNT OF
                                                                                      OPTIONS        PREMIUMS
                                                                                      ---------      ---------

                       <S>                                                            <C>            <C>         
                       Options outstanding at June 30, 1994                            2,727         $  848,716
                       Options written                                                 3,894          1,045,748
                       Options canceled in closing purchase transactions              (1,020)          (332,929)
                       Options expired prior to exercise                              (1,821)          (519,636)
                       Options exercised                                                (278)           (68,340)
                                                                                      ------         ---------- 
                       Options outstanding at December 31, 1994                        3,502         $  973,559
                                                                                      ======         ========== 

</TABLE>





5. RESTRICTED          The Fund owns securities purchased in private placement
SECURITIES             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. Illiquid
                       and/or restricted securities, including those restricted
                       securities that are transferable under Rule 144A of the
                       Act are listed below.

<TABLE>
<CAPTION>
                                                                                                                VALUATION
                                                                                                                PER UNIT AS OF
                       SECURITY                                             ACQUISITION DATE    COST PER UNIT   DECEMBER 31, 1994
                       --------                                             ----------------    -------------   -----------------
                       <S>                                                  <C>                       <C>                 <C>    
                       Central Puerto SA, ADR(1)                            7/20/94--7/22/94          $31.81              $24.75
                       Turkiye Garanti Bankasi AS, Sponsored ADR(1)         7/21/94--7/25/94          $ 2.18              $ 2.53
                       Yukong Ltd., GDR(1)                                  9/30/94                   $24.95              $15.75
                       Yukong Ltd., GDR(1)                                  10/19/94--12/23/94        $16.37              $15.00

</TABLE>


                       1. Transferable under Rule 144A of the Act.

                       20 Oppenheimer Fund

<PAGE>   21






6. MANAGEMENT FEES     Management fees paid to the Manager were in accordance
AND OTHER              with the investment advisory agreement with the Fund
TRANSACTIONS WITH      which provides for an annual fee of .75% on the first
AFFILIATES             $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.

                                 For the six months ended December 31, 1994,
                       commissions (sales charges paid by investors) on sales of
                       Class A shares totaled $603,662, of which $134,877 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, each class may
                       expend up to .25% of its net assets annually to reimburse
                       OFDI for costs incurred in connection with the personal
                       service and maintenance of accounts that hold shares of
                       the Fund, 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, the Board of
                       Trustees may allow the Fund to continue payment of the
                       asset-based sales charge to OFDI for distribution
                       expenses incurred on Class C shares sold prior to
                       termination or discontinuance of the plan. During the six
                       months ended December 31, 1994, OFDI paid $2,134 to an
                       affiliated broker/dealer as reimbursement for Class A
                       personal service and maintenance expenses and retained
                       $3,127 as reimbursement for Class C sales commissions and
                       service fee advances, as well as financing costs.

                       21 Oppenheimer Fund




<PAGE>   22

                       OPPENHEIMER FUND



OFFICERS AND TRUSTEES  Leon Levy, Chairman of the Board of Trustees
                       Leo Cherne, 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 Rubinstein, Vice President
                       George C. Bowen, Treasurer
                       Robert J. Bishop, Assistant Treasurer
                       Scott Farrar, Assistant Treasurer
                       Andrew J. Donohue, Secretary
                       Robert G. Zack, Assistant Secretary

INVESTMENT ADVISOR     Oppenheimer Management Corporation

DISTRIBUTOR            Oppenheimer Funds Distributor, Inc.

TRANSFER AND           Oppenheimer Shareholder Services
SHAREHOLDER
SERVICING AGENT



CUSTODIAN OF           The Bank of New York
PORTFOLIO SECURITIES



INDEPENDENT AUDITORS   KPMG Peat Marwick LLP

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.

                       22 Oppenheimer Fund
<PAGE>   23


                       OPPENHEIMERFUNDS FAMILY

                       OppenheimerFunds offers over 35 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 1.8 million shareholder accounts
                       and more than $29 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. 

<TABLE>
<CAPTION>
<S>                 <C>                                      <C>
STOCK FUNDS         Discovery Fund                           Global Fund
                    Global Emerging Growth Fund2             Oppenheimer Fund
                    Time Fund                                Value Stock Fund
                    Target Fund                              Gold &Special Minerals Fund
                    Growth Fund3

STOCK & BOND FUNDS  Main Street Income &Growth Fund          Equity Income Fund
                    Total Return Fund                        Asset Allocation Fund
                    Global Growth &Income Fund

BOND FUNDS          High Yield Fund                          Strategic Short-Term Income Fund
                    Champion High Yield Fund                 Investment Grade Bond Fund
                    Strategic Income &Growth Fund            Mortgage Income Fund
                    Strategic Income Fund                    U.S. Government Trust
                    Strategic Diversified Income Fund        Limited-Term Government Fund
                    Strategic Investment Grade Bond Fund

TAX-EXEMPT FUNDS    New York Tax-Exempt Fund(4)              New Jersey Tax-Exempt Fund4
                    California Tax-Exempt Fund(4)            Tax-Free Bond Fund
                    Pennsylvania Tax-Exempt Fund4            Insured Tax-Exempt Bond Fund
                    Florida Tax-Exempt Fund(4)               Intermediate Tax-Exempt Bond Fund

MONEY MARKET FUNDS  Money Market Fund                        Cash Reserves

</TABLE>


                    1. The fee is waived for PhoneLink exchanges between
                    existing accounts. Exchange privileges are subject to change
                    or termination.

                    2. Formerly Global Bio-Tech Fund and Global Environment
                    Fund.

                    3. Formerly Special Fund.

                    4. Available only to residents of those states.

                    OppenheimerFunds are distributed by Oppenheimer Funds
                    Distributor, Inc., Two World Trade Center, New York,
                    NY 10048-0203. 

                    (C) Copyright 1995 Oppenheimer Management Corporation. All
                    rights reserved.

23  Oppenheimer Fund

<PAGE>   24


"HOW MAY I HELP YOU?"

As an OppenheimerFunds shareholder, some special privileges are available to
you. Whether it's automatic investment plans, informative newsletters and
hotlines, or ready account access, you can benefit from services designed to
make investing simple.

      And when you need help, our Customer Service Representatives are only a
toll-free phone call away. They can provide information about your account and
handle administrative requests. You can reach them at our General Information
number.

      When you want to make a transaction, you can do it easily by calling our
toll-free Telephone Transactions number. And, by enrolling in AccountLink, a
convenient service that "links" your OppenheimerFunds accounts and your bank
checking or savings account, you can use the Telephone Transactions number to
make investments.

      For added convenience, you can get auto-mated information with
OppenheimerFunds PhoneLink service, available 24 hours a day, 7 days a week.
PhoneLink gives you access to a variety of fund, account, and market infor-
mation. It also gives you the ability to make transactions using your touch-tone
phone. Of course, you can always speak with a Customer Service Representative
during business hours.

      You can count on us whenever you need assistance. That's why the
International Customer Service Association, an indepen-dent, non-profit
organization made up of over 3,200 customer service management professionals
from around the country, hon-ored the OppenheimerFunds' transfer agent,
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.

      So call us today--we're here to help.

[FIGURE NUMBER 9]
 Photo of Jennifer Leonard

Jennifer Leonard, Customer Service Representative
Oppenheimer Shareholder Services

INFORMATION

GENERAL INFORMATION
Monday-Friday 8:30 a.m.-8 p.m. ET
Saturday 10 a.m.-2 p.m. ET

1-800-525-7048


TELEPHONE TRANSACTIONS
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-852-8457

PHONELINK
24 hours a day, automated information and transactions

1-800-533-3310


TELECOMMUNICATIONS DEVICE
FOR THE DEAF (TDD)
Monday-Friday 8:30 a.m.-8 p.m. ET

1-800-843-4461


OPPENHEIMERFUNDS
INFORMATION HOTLINE

24 hours a day, timely and insightful messages on the economy and issues that
affect your investments

1-800-835-3104

RS0400.001.0295

[LOGO]
Oppenheimer Funds Distributor, Inc.
P.O. Box 5270
Denver, CO 80217-5270


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