<PAGE>
Katherine P. Feld
Vice President &
Associate Counsel
August 28, 1995
U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Fund
Reg. No. 2-14586, File No. 811-847
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Fund accompanied by an opinion of counsel for the registration
of additional shares of the above Fund. The filing fee of $571,
calculated at the rate of 1/29 of 1% of the value of the Fund's shares
sold in excess of the shares redeemed for each class for the fiscal year
ended June 30, 1995, was wired to the SEC's account at Mellon Bank on
August 24, 1995 (Fed Wire No. 4894) and referenced this filing.
The Fund has previously registered an indefinite number of shares
pursuant to Rule 24f-2. The purpose of the Notice was to make definite
the registration of 6,673,759 Class A shares and 183,982 Class C shares
of the Fund in reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc (w/enclosures):Ronald M. Feiman, Esq.
Mr. Robert Bishop
Ms. Gloria LaFond
SEC/400.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 2-14586, File No. 811-847)
NOTICE IS HEREBY GIVEN that Oppenheimer Fund having previously filed
by post-effective amendment of its registration statement a declaration
that an indefinite number of its securities were being registered pursuant
to Rule 24f-2 of the Investment Company Act of 1940, now elects to
continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended June 30,
1995.
(ii) 39,993,852 Class A shares which had been registered other than
pursuant to this Rule remained unsold at the beginning of the
above fiscal year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows (1):
Shares
------
Class A 6,673,759
Class C 183,982
(v) The number of shares sold during the above fiscal year in
reliance upon registration pursuant to this Rule was as follows:
Shares
------
Class A 6,673,759
Class C 183,982
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 25th day of August, 1995.
Oppenheimer Fund
By /s/ Andrew J. Donohue
-----------------------------
Andrew J. Donohue, Secretary
----------------
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
Value of Value of Filing
Shares Sold Shares Redeemed Net Fee
----------- --------------- --- ------
Class A $72,710,467 $(82,174,818) $(9,464,351) $ 0*
Class C $ 1,948,887 $( 292,770) $ 1,656,117 $571
----
Total $571
* Class A shares redeemed in excess of shares sold to be re-registered
pursuant to Rule 24f-2 total 1,012,205.
SEC/400.24F
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street New York, N.Y. 10036
Telephone: (212) 626-0800 Telecopier (212) 626-0799
August 28, 1995
Oppenheimer Fund
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of shares of beneficial
interest, no par value, of Oppenheimer Fund (the "Fund"), we have examined
such records and documents and have made such further investigation and
examination as we deemed necessary for the purpose of this opinion.
It is our opinion that the shares the registration of which is
made definite by the accompanying Rule 24f-2 Notice of the Fund were
legally issued, fully paid and non-assessable by the Fund to the extent
set forth in its Prospectus forming part of its Registration Statement
under the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with said
Notice.
Very truly yours,
/s/ Gordon Altman Butowsky
Weitzen Shalov & Wein
