OPPENHEIMER FUND
24F-2TM, 1997-08-19
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.       Name and address of issuer:
                  Oppenheimer Fund
                  Two World Trade Center
                  New York, NY  10048


2.       Name of each series or class of funds for which this notice is filed:
                  Class A shares, Class B shares, Class C shares


3.       Investment Company Act File Number: 811-847

         Securities Act File Number: 2-14586

4.                Last day of  fiscal  year for  which  this  notice  is  filed:
                  6/20/97 (Date Fund ceased its operations)

5.       Check box if this  notice is being  filed  more than 180 days after the
         close of the issuer's fiscal year for purposes of reporting  securities
         sold after the close of the fiscal year but before  termination  of the
         issuer's 24f-2 declaration:
                  N/A                                                   /  /

6.       Date of termination of issuer's declaration under rule 24f-2(a)(1),  if
         applicable (see instruction A.6):
                  N/A

7.       Number and amount of  securities  of the same class or series which had
         been registered under the Securities Act of 1933 other than pursuant to
         rule 24f-2 in a prior fiscal  year,  but which  remained  unsold at the
         beginning of the fiscal year:
                  42,371,468

8.       Number and amount of securities registered during the fiscal year other
         than pursuant to rule 24f-2:
                  -0-


<PAGE>



9.       Number and aggregate  sale price of  securities  sold during the fiscal
         year:

                  1,466,190                          $18,587,211

10.      Number and aggregate  sale price of  securities  sold during the fiscal
         year in reliance upon registration pursuant to rule 24f-2:

                  1,466,190                          $18,587,211


11.      Number and aggregate sale price of securities  issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable (see
         Instruction B.7):

                  4,023,098                          $49,377,788

12. Calculation of registration fee:

         (i)        Aggregate sale price of securities sold
                    during the fiscal year in reliance on
                    rule 24f-2 (from Item 10):                      $18,587,211
                                                                    ------------
         (ii)       Aggregate price of shares issued in connection with dividend
                    reinvestment
                    plans (from Item 11, if applicable):           +$49,377,788
                                                                    ------------
         (iii)      Aggregate price of shares redeemed or repurchased during the
                    fiscal year
                    (if applicable):                                $67,964,999
                                                                    ------------
         (iv)       Aggregate  price  of  shares  redeemed  or  repurchased  and
                    previously applied as a reduction to filing fees pursuant to
                    rule 24e-2 (if applicable):                     + -0-
                                                                    ------------
         (v)        Net aggregate price of securities sold and issued during the
                    fiscal year in  reliance on rule 24f-2 (line (i),  plus line
                    (ii), less line (iii), plus line
                    (iv)) (if applicable):                          $-0-
                                                                    ------------
         (vi)       Multiplier  prescribed by Section 6(b) of the Securities Act
                    of 1933 or other


<PAGE>



                    applicable law or regulation (see
                    Instruction C.6):                                 x 1/3300
                                                                    ------------
         (vii)      Fee due (line (i) or line (v) multiplied
                    by line (vi)):                                    $-0-
                                                                    ------------

Instruction:            Issuers should complete line (ii), (iii), (iv), and
                        (v) only if the form is being filed within 60 days
                        after the close of the issuer's fiscal year.  See
                        Instructions C.3.

13.    Check  box  if  fees  are  being  remitted  to the  Commission's  lockbox
       depository  as  described  in  section  3a of the  Commission's  Rule  of
       Informal and Other Procedures (17 CFR
       202.3a).                                                        /  /

       Date of  mailing  or wire  transfer  of filing  fees to the  Commission's
       lockbox depository:

                                            N/A


                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.


                                    By:  /s/ Scott Farrar
                                       -------------------------------------
                                         Scott Farrar, Assistant Treasurer

Date: August 12, 1997


cc:      Robert J. Bishop
         Ronald Feiman
         Katherine Feld
         Gloria LaFond


<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 15, 1997



Oppenheimer Fund
Two World Trade Center
New York, New York 10048

Ladies and Gentlemen:

     In connection with the public offering of shares of beneficial interest, no
par value (the "Shares") 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




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