OPPENHEIMER MONEY MARKET FUND INC, 485BPOS, 1994-04-29

OPPENHEIMER MONEY MARKET FUND INC
485BPOS, 1994-04-29

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<PAGE>
Registration No. 2-49887
File No. 811-2454

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. __ / /

POST-EFFECTIVE AMENDMENT NO. 52 / X /

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /

AMENDMENT N0. 23 / X /

OPPENHEIMER MONEY MARKET FUND, INC.
- -------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)

1-303-671-3200
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(Registrant's Telephone Number)

ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate
box):

/ / Immediately upon filing pursuant to paragraph (b)

/ X / On May 1, 1994, pursuant to paragraph (b)

/ / 60 days after filing pursuant to paragraph (a)

/ / On _________, pursuant to paragraph (a) of

Rule 485

- -------------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1993 was filed on February 25, 1994.

<PAGE>

FORM N-1A

OPPENHEIMER MONEY MARKET FUND, INC.

Cross Reference Sheet

Part A of
Form N-1A
Item No. Prospectus Heading

1 Cover Page
2 Expenses
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies;
Investment Restrictions
5 How the Fund is Managed; Back Cover; Expenses
6 Dividends, Capital Gains and Taxes
7 How to Exchange Shares; How to Buy Shares; How to Sell
Shares; Special Investor Services
8 How to Sell Shares; How to Buy Shares, Special Investor
Services
9 *

Part B of
Form N-1A
Item No. Statement of Additional Information Heading

10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Additional Investment
Restrictions
14 Directors and Officers; How the Fund is Managed
15 Directors and Officers - Major Shareholders; How the Fund is
Managed
16 How the Fund is Managed; Additional Information about the
Fund; Back Cover
17 How the Fund is Managed
18 Additional Information about the Fund
19 Your Investment Account
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information about the
Fund - the Distributor
22 Performance of the Fund
23 Financial Statements

- -------------------
* Not applicable or negative answer.

<PAGE>

Oppenheimer Money Market Fund, Inc.

3410 South Galena Street, Denver, CO 80231
Telephone 1-800-525-7048

Prospectus dated May 1, 1994

Oppenheimer Money Market Fund, Inc. (the "Fund") is a no-load "money
market" mutual fund that seeks, as its objective, the maximum current
income that is consistent with stability of principal. The Fund seeks to
achieve this objective by investing in "money market" securities meeting
specified quality standards. See "Investment Objective and Policies."

An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. While the Fund seeks to maintain a stable net asset value of
$1.00 per share, there can be no assurance that the Fund will be able to
do so.

This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the May 1, 1994, Statement of Additional Information. For a free
copy, call Oppenheimer Shareholder Services, the Fund's Transfer Agent,
at 1-800-525-7048, or write to the Transfer Agent at the address on the
back cover. The Statement of Additional Information has been filed with
the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).

Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the FDIC or any other
agency.

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

<PAGE>

Contents

Page

ABOUT THE FUND

Expenses

Financial Highlights

Investment Objective and Policies

How the Fund is Managed

Performance of the Fund

ABOUT YOUR ACCOUNT

How to Buy Shares

Special Investor Services
AccountLink
Automatic Withdrawal and Exchange
Plans
Reinvestment Privilege
Retirement Plans

How to Sell Shares
By Mail
By Telephone
By Wire
Checkwriting

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

<PAGE>

ABOUT THE FUND

Expenses

The Fund pays a variety of expenses directly for management of its
assets, administration and other services, and those expenses are
reflected in the Fund's net asset value per share. As a shareholder, you
pay those expenses indirectly. The following tables are provided to help
you understand your direct expenses of investing in the Fund and your
share of the Fund's operating expenses that you might expect to bear
indirectly. The calculations are based on the Fund's expenses during its
fiscal year ended December 31, 1993.

-- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to pages ____ through _____ for
an explanation of how and when these
charges apply.

Maximum Sales Charge on Purchases None
Sales Charge on Reinvested Dividends None
Redemption Fees None(1)
Exchange Fee $5.00(2)

- ---------------------
(1)There is a $15 transaction fee for redemptions paid by Federal Funds
wire, but not for redemptions paid by check, or ACH wire through
AccountLink, or for which checkwriting privileges are used (see "How to
Sell Shares").

(2)Fee is waived for automated exchanges on PhoneLink, described in
"Special Investor Services."

-- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (the "Manager") and other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal and other
expenses. The following numbers are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the average net assets of each class
of the Fund's shares for that year. The actual expense numbers in future
years may be more or less, depending on a number of factors, including the
actual amount of the assets represented by the Fund's shares.

Management Fees 0.45%
12b-1 (Distribution Plan) Fees None
Other Expenses 0.42%
Total Fund Operating Expenses 0.87%

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

1 year 3 years 5 years 10 years

$9 $28 $48 $107

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

1 year 3 years 5 years 10 years

$9 $28 $48 $107

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

<PAGE>

Financial Highlights

The table on this page presents selected financial information about
the Fund, including per share data and expense ratios and other data based
on the Fund's average net assets. This information has been audited by
KPMG Peat Marwick, the Fund's independent auditors, whose report on the
Fund's financial statements for the fiscal year ended December 31, 1993,
is included in the Statement of Additional Information.

<PAGE>

YEAR ENDED DECEMBER 31,
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of year $1.00 $1.00 $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $ 1.00 $ 1.00
- --------------------------------------------------------------------------------------------------------------------------
Income from investment operations-
net investment income and net
realized gain on investments .03 .03 .06 .08 .08 .07 .06 .06 .07 .10
- --------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders (.03) (.03) (.06) (.08) (.08) (.07) (.06) (.06) (.07) (.10)
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $1.00 $1.00 $ 1.00 $ 1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ------ ------ ----- ----- ----- ----- ----- -----
----- ----- ------ ------ ----- ----- ----- ----- ----- -----

- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in millions) $611 $692 $899 $1,082 $940 $794 $718 $744 $738 $1,417
- --------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $653 $811 $1,003 $1,033 $873 $713 $620 $752 $1,026 $1,356
- --------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in millions) 611 692 899 1,082 940 794 718 744 738 1,417
- --------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 2.65% 3.42% 5.66% 7.66% 8.55% 6.98% 6.04% 6.12% 7.56% 9.85%
Expenses .87% .88% .77% .74% .78% .80% .86% .77% .77% .77%
</TABLE>

<PAGE>

Investment Objective and Policies

Objective. The Fund invests its assets to seek the maximum current income
that is consistent with stability of principal.

Investment Policies and Strategies. In seeking its objective, the Fund
invests in money market securities meeting specified quality standards
consistent with Rule 2a-7 under the Investment Company Act of 1940. The
Fund's shares may be purchased at their net asset value, which will remain
fixed at $1.00 per share except under extraordinary circumstances. There
can be no assurance, however, that the Fund's net asset value will not
vary or that the Fund will achieve its investment objective.

-- What are Money Market Securities? Money market securities in
which the Fund may invest include:

-- U.S. Government Securities. Obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities.

-- Bank Obligations. Certificates of deposit, bankers' acceptances
(time drafts drawn on commercial banks usually in connection with
international transactions) and time deposits (non-negotiable deposits
maintained in a bank for a specified period of time at a stated interest
rate). Also, letters of credit issued or guaranteed by a domestic bank
(including a foreign branch of a domestic bank) that has total assets in
excess of $500 million. Certificate of deposit backing letters of credit
shall be fully-insured as to principal by the Federal Deposit Insurance
Corporation, only one such certificate of deposit of any one bank may be
held, and the Fund will not make any such investment if, thereafter, more
than 5% of its total assets would be so invested. As used herein, "bank"
includes U.S. commercial banks, savings banks, and savings and loan
associations.

-- Commercial Paper. Commercial paper is short-term, insured
promissory notes of a domestic or foreign company. The Fund's purchase
of commercial paper is limited to direct obligations of issuers that at
the time of purchase are Eligible Securities (defined below), and that are
rated by at least one Rating Organization in one of the two highest rating
categories for short-term debt securities, or are unrated securities
judged by the Manager to be comparable securities.

-- Corporate Obligations. Corporate debt obligations other than
commercial paper of issuers that at the time of purchase are Eligible
Securities that are rated by at least one Rating Organization in one of
the two highest rating categories for short-term debt securities or
comparable unrated securities.

-- Other Obligations. Obligations other than those listed above if
they are (1) subject to repurchase agreements or (2) guaranteed as to
principal and interest by a domestic bank having total assets in excess
of $500 million or by a corporation whose commercial paper may be
purchased by the Fund.

-- Board-Approved Instruments. These are U.S. dollar-denominated
investments which the Board determines present minimal credit risks and
which are of "high quality" as determined by any Rating Organization or,
in the case of an instrument that is not rated, of comparable quality to
an instrument that is an "Eligible Security," as determined by the Board.
This policy shall be interpreted in light of the restrictions imposed by
Rule 2a-7, described below. Currently, such Board-approved instruments
include dollar-denominated obligations of foreign banks payable in the
U.S., floating or variable rate demand notes, mortgage-backed securities,
collaterized mortgage obligations, and bank loan participation agreements,
subject to restrictions adopted by the Board. The Board may change its
restrictions from time to time. Appendix A to the Additional Statement
contains descriptions of factors considered by Rating Organizations in
rating investments.

-- Interest Rate Risk. The market value of the securities held by
the Fund may be affected by changes in general interest rates. The
current value of debt securities varies inversely with changes in
prevailing interest rates. If interest rates increase after a security
is purchased, that security would normally decline in value. If interest
rates decrease after a security is purchased, its value would rise.
However, those fluctuations in value will not generally result in realized
gains or losses to the Fund since the Fund does not usually intend to
dispose of securities prior to their maturity. A debt security held to
maturity is redeemable by its issuer at full principal value plus accrued
interest. The Fund may dispose of a portfolio security prior to its
maturity if the Fund believes such disposition advisable or if the Fund
needs to generate cash to satisfy redemptions. In such cases, the Fund
may realize a capital gain or loss.

-- Ratings of Securities. Under Rule 2a-7 of the Investment Company
Act of 1940, the Fund uses the amortized cost method to value its
portfolio securities to determine the Fund's net asset value per share.
Rule 2a-7 places restrictions on a money market fund's investments. Under
the Rule, the Fund may purchase only those securities that the Fund's
Board of Directors has determined have minimal credit risks and are
"Eligible Securities". An "Eligible Security" is (a) one that has been
rated in one of the two highest short-term rating categories by any two
"nationally-recognized statistical rating organizations" (as defined in
the Rule) ("Rating Organizations"), or, if only one Rating Organization
has rated that security, by that Rating Organization, or (b) an unrated
security that is judged by the Manager to be of comparable quality to
"Eligible Securities" rated by Rating Organizations. The Rule permits the
Fund to purchase "First Tier Securities," which are Eligible Securities
rated in the highest rating category for short-term debt obligations by
at least two Rating Organizations, or, if only one Rating Organization has
rated a particular security, by that Rating Organization, or comparable
unrated securities. Under the Rule, the Fund may invest only up to 5% of
its assets in "Second Tier Securities," which are Eligible Securities that
are not "First Tier Securities."

In addition to the overall 5% limit on Second Tier Securities, the
Fund may not invest more than (i) 5% of its total assets in the securities
of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or (ii) 1% of its total assets or $1 million (whichever
is greater) in Second Tier Securities of any one issuer. The Fund's Board
must approve or ratify the purchase of Eligible Securities that are
unrated or are rated by only one Rating Organization. Additionally, under
Rule 2a-7, the Fund must maintain a dollar-weighted average portfolio
maturity of no more than 90 days, and the maturity of any single portfolio
investment may not exceed 397 days. The Board regularly reviews reports
from the Manager with respect to compliance by the Manager with the Fund's
procedures and with the Rule.

Appendix A of the Additional Statement contains descriptions of the
rating categories of Rating Organizations. Ratings at the time of
purchase will determine whether securities may be acquired under the above
restrictions. The rating restrictions described in this Prospectus do not
apply to banks in which the Fund's cash is kept. Subsequent downgrades
in ratings may require reassessments of the credit risks presented by a
security and may require their sale.

Other Investment Techniques and Strategies. The Fund may also use
the investment techniques and strategies described below. The Statement
of Additional Information contains more information about these practices.

-- Floating Rate/Variable Rate Notes. The Fund may purchase notes
with floating or variable interest rates. Variable rates are adjustable
at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market rate for such investments, such as the
prime rate of a bank. If the maturity of such notes is greater than 397
days, they may be purchased if they have a demand feature permitting the
Fund to recover the principal amount of the note on not more than thirty
days' notice at any time, or at specified times not exceeding 397 days.
Such obligations may be secured by bank letters of credit or other support
arrangements.

-- Obligations of Foreign Banks and Foreign Branches of U.S. Banks.
Because the Fund may invest in U.S. dollar-denominated securities of (1)
foreign banks that are payable in the U.S. and (2) foreign branches of
U.S. banks, the Fund may be subject to additional investment risks
different from those incurred by an investment company that invests only
in debt obligations of domestic branches of U.S. banks. Such risks may
include future political and economic developments of the country in which
the bank or branch is located, possible imposition of withholding taxes
on interest income payable on the securities, possible seizure or
nationalization of foreign deposits, the possible establishment of
exchange control regulations or the adoption of other governmental
restrictions that might affect the payment of principal and interest on
such securities. Additionally, not all U.S. and state banking laws and
regulations applicable to domestic banks relating to maintenance of
reserves, loan limits and financial soundness apply to foreign branches
of domestic banks, and none of them apply to foreign banks.

-- Bank Loan Participation Agreements. Subject to the provisions of
Rule 2a-7 and the limitation on "illiquid securities," below, the Fund may
invest in bank loan participation agreements that provide the Fund an
undivided interest in a loan made by the issuing bank in the proportion
the Fund's interest bears to the total principal amount of the loan. The
Fund must look to the creditworthiness of the borrower obligated to make
principal and interest payments on the loan.

-- Mortgage-Backed Securities. Subject to Rule 2a-7, the Fund may
invest in (1) certain mortgage-backed U.S. Government securities that
"pass through" to investors the interest and principal payments generated
by a pool of mortgages assembled for sale by government agencies, and (2)
collateralized mortgage obligations ("CMO") that are obligations fully
collateralized by a portfolio of mortgages or mortgage-related securities.
A risk of these securities is principal prepayments prior to maturity,
resulting in greater price and yield volatility than traditional money
market securities that have a fixed maturity and interest rate.

-- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to certain types of eligible
borrowers approved by the Board of Directors. After any loan, the value
of the securities loaned must not exceed 10% of the value of the Fund's
total assets. There are some risks in connection with securities lending.
The Fund might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities. The Fund
presently does not intend to engage in loans of securities that will
exceed 5% of the value of the Fund's total assets in the coming year.

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

-- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Directors, the Manager
determines the liquidity of the Fund's investments. Investments may be
illiquid because of the absence of an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional purchasers, are
not subject to that limit.

Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) invest more than 5% of its total
assets in securities of any issuer (except the U.S. Government or its
agencies or instrumentalities); (2) concentrate investments in any
particular industry; therefore the Fund will not purchase the securities
of companies in any one industry if more than 25% of the value of the
Fund's total assets would consist of securities of companies in that
industry; except for obligations of foreign branches of domestic banks,
or obligations issued or guaranteed by foreign banks, the investments set
forth in "U.S. Government Securities" and "Bank Obligations" under
"Investment Objective and Policies" are not included in this limitation;
(3) make loans, except through the purchase of the types of debt
securities listed under "Investment Objective and Policies" or through
repurchase agreements; the Fund may also lend securities as described
above under "Loans of Portfolio Securities"; (4) borrow money in excess
of 5% of the value of its total assets; the Fund may borrow only as a
temporary measure for extraordinary or emergency purposes and no assets
of the Fund may be pledged, mortgaged or assigned to secure a debt; and
(5) invest more than 5% of the value of its total assets in securities of
companies that have operated less than three years, including the
operations of predecessors.

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

How the Fund is Managed

Organization and History. The Fund was incorporated in Maryland in 1973.
The Fund is an open-end, diversified management investment company.

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

The Manager and Its Affiliates. The Fund is managed by the Manager, which
chooses the Fund's investments and handles its day-to-day business. The
Manager carries out its duties, subject to the policies established by the
Board of Directors, under an Investment Advisory Agreement that states the
Manager's responsibilities and its fees, and describes the expenses that
the Fund pays to conduct its business.

The Manager has operated as an investment adviser since 1959. The
Manager and its affiliates currently manage investment companies,
including other OppenheimerFunds, with assets of more than $26 billion as
of December 31, 1993, and with more than 1.8 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company, a mutual life insurance
company.

-- Portfolio Manager. The Portfolio Manager of the Fund (who is also
a Vice President of the Fund) is Carol E. Wolf, a Vice President of the
Manager. She has been responsible for the day-to-day management of the
Fund's portfolio since November, 1988. She also serves as an officer of
Centennial Asset Management Corporation, an investment adviser subsidiary
of the Manager, and as an officer and portfolio manager for other
OppenheimerFunds.

-- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.45% of the first $500 million of
aggregate net assets, 0.425% of the next $500 million, 0.40% of the next
$500 million, and 0.375% of the net assets in excess of $1.5 billion. The
Fund's management fee for its last fiscal year was 0.45% of average annual
net assets.

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

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

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

Performance of the Fund

Explanation of Performance Terminology. The Fund uses certain terms to
illustrate its performance: "yield" and "compounded effective yield." The
"yield" of the Fund is the income generated by an investment in the Fund
over a seven-day period, which is then "annualized." In annualizing, the
amount of income generated by the investment during that seven days is
assumed to be generated each week over a 52-week period, and is shown as
a percentage of the investment. The "compounded effective yield" is
calculated similarly, but the annualized income earned by an investment
in the Fund is assumed to be reinvested. The "compounded effective yield"
will therefore be slightly higher than the yield because of the effect of
the assumed reinvestment. The Fund's current yield for the seven days
ended December 31, 1993 was 2.62% and its compounded effective yield was
2.65%.

This performance information may be useful to help you see how well
your investment has done and to compare it to other funds or market
indices. It is important to understand that the Fund's yields represent
past performance and should not be considered to be predictions of future
returns or performance. More detailed information about how yields are
calculated is contained in the Statement of Additional Information, which
also contains information about other ways to measure and compare the
Fund's performance. The Fund's investment performance will vary, depending
on market conditions, the composition of the portfolio, expenses and which
class of shares you purchase.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.

-- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.

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

-- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "Oppenheimer Funds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares.

-- Payment by Check. If payment is made by check in U.S. dollars
drawn on a U.S. bank, dividends will begin to accrue on the next regular
business day after the purchase order is accepted by the Distributor.

-- Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wires. The minimum investment is $2,500. You must first call the
Distributor's Wire Department at 1-800-525-7041 to notify the Distributor
of the wire, and to receive further instructions.

-- Guaranteed Payment. A broker-dealer that has a sales agreement
with the Distributor may guarantee that payment for a share purchase order
will be received by the Distributor prior to 2:00 P.M. on the next regular
business day. If so, the order will be effected the day prior to receipt
of payment if the order is received by the Distributor prior to 4:00 P.M.
that day.

-- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member, to transmit funds electronically to purchase shares, to send
redemption proceeds, and to transmit dividends and distributions. Shares
are purchased for your account on the regular business day the Distributor
is instructed by you to initiate the ACH transfer to buy shares. You can
provide those instructions automatically, under an Asset Builder Plan,
described below, or by telephone instructions using OppenheimerFunds
PhoneLink, also described below under "Special Investor Services." You
must request AccountLink privileges on the application or dealer
settlement instructions used to establish your account. Please refer to
"AccountLink," below for more details.

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

-- At What Price Are Shares Sold? The Fund's shares may be purchased
without sales charge. The net asset value will remain fixed at $1.00 per
share, except under extraordinary circumstances. There can be no
guarantee that the Fund will maintain a stable net asset value of $1.00
per share. The Fund intends to be as fully invested as practicable to
maximize its yield. Therefore, dividends will accrue on newly-purchased
shares only after the purchase order is accepted by the Distributor, as
described above.

In most cases the Distributor must receive your order by 4:00 P.M.,
New York time (all references to time in this Prospectus mean "New York
time") for it to be effected that day. The net asset value is determined
as of that time on each day The New York Stock Exchange is open (which is
a "regular business day"). If you buy shares through a dealer, the dealer
must receive your order by 4:00 P.M. on a regular business day and
transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M. The
Distributor may reject any purchase order for the Fund's shares, in its
sole discretion.

Special Investor Services

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

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

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

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

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

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

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

Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:

-- Automatic Withdrawal Plans. If your Fund account is $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments
of at least $50 on a monthly, quarterly, semi-annual or annual basis. The
checks may be sent to you or sent automatically to your bank account by
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details.

-- Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of
up to five other OppenheimerFunds on a monthly, quarterly, semi-annual or
annual basis under an Automatic Exchange Plan. The minimum purchase for
each other OppenheimerFunds account is $25. These exchanges are subject
to the terms of the Exchange Privilege, described below.

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

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

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

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

- Pension and Profit-Sharing Plans for self-employed persons and
small business owners

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

How to Sell Shares

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

-- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form (IRS Form W-4P) with your request to avoid delay. If
your retirement plan account is held for you by your employer, you must
arrange for the distribution request to be sent by the plan administrator
or trustee. There are additional details in the Statement of Additional
Information.

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

- you wish to redeem more than $50,000 worth of shares and receive
a check
- the check is not payable to all shareholders listed on the account
statement
- the check is not sent to the address of record on your statement
- shares are being transferred to a Fund account with a different
owner or name
- shares are redeemed by someone other than the owners (such as an
Executor)

-- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, you must also include your title in the signature.

Selling Shares by Mail. Write a "letter of instructions" that includes:

- your name
- the Fund's name
- your Fund account number (from your statement)
- the dollar amount or number of shares to be redeemed
- any special payment instructions
- any share certificates for the shares you are selling, and
- any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.

Your letter of instructions should be signed by all registered owners of
the shares you are selling, exactly as the shares are registered,
including fiduciary titles, if any.

Use the following address for requests by mail: Send courier or Express
Mail requests to:
Oppenheimer Shareholder Services Oppenheimer Shareholder Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217 Denver, Colorado 80231

Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by 4:00 P.M. You may not redeem by telephone shares held in an
OppenheimerFunds retirement plan, shares represented by share
certificates, or newly-purchased (within the past 15 days) shares.

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

Whichever method you use, you may have a check sent to the address
on the account.

-- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in each 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account. This service is not available within 30 days of changing the
address on an account.

-- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.

Selling Shares by Wire. You may request that redemption proceeds of
$2,500 or more be wired to a previously designated account at a commercial
bank that is a member of the Federal Reserve wire system. The wire will
normally be transmitted on the next bank business day after the redemption
of shares. To place a wire redemption request, call the Transfer Agent
at 1-800-525-7048. There is a $15 fee for each wire.

Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which must be signed (with a
signature guarantee) by all owners of the account and returned to the
Transfer Agent so that checks can be sent to you to use. Shareholders with
joint accounts can elect in writing to have checks paid over the signature
of one owner.

- Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
- Checks must be written for at least $100.
- Checks cannot be paid if they are written for more than your
account value.
- You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan
payments within the prior 15 days.
- Don't use your checks if you changed your Fund account number.

The Fund will charge a $10 fee for any check that is not paid because
(1) the owners of the account told the Fund not to pay the check, or (2)
the check was for more than the account balance, or (3) the check did not
have the proper signatures, (4) or the check was written for less than
$100.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain
OppenheimerFunds at net asset value per share at the time of exchange,
without sales charge. A $5 service fee will be deducted from the fund
account you are exchanging into to help defray administrative costs. That
charge is waived for automated exchanges between already established
accounts on PhoneLink described below. To exchange shares, you must meet
several conditions:

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

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

Exchanges may be requested in writing or by telephone:

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

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

You can obtain a list of other OppenheimerFunds in the Statement of
Additional Information or by calling the Transfer Agent at 1-800-525-7048.
Exchanges of shares involve a redemption of the shares of the fund you own
and a purchase of shares of the other fund.

There are certain exchange policies you should be aware of:

- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request by 4:00 P.M. that
is in proper form, but either fund may delay the purchase of shares of the
fund you are exchanging into if it determines it would be disadvantaged
by a same-day transfer of the proceeds to buy shares. For example, the
receipt of multiple exchange requests from a dealer in a "market-timing"
strategy might require the disposition of securities at a time or price
disadvantageous to the Fund.

- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests (on
behalf of 10 or more accounts) submitted by a dealer, or by a shareholder.

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

- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.

Shareholder Account Rules and Policies

-- Net Asset Value Per Share of the Fund will remain fixed at $1.00,
except under extraordinary circumstances (see "Determination of Net Asset
Value Per Share" in the Additional Statement for further information.

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

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

-- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise it will not be liable for losses or expenses
arising out of telephone instructions reasonably believed to be genuine.
If you are unable to reach the Transfer Agent during periods of unusual
market activity, you may not be able to complete a telephone transaction
and should consider placing your order by mail.

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

-- Dealers that can perform account transactions for their clients
by participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.

-- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. The Transfer Agent may
delay forwarding a check or processing a payment via AccountLink for
recently purchased shares, but only until the purchase payment has
cleared. That delay may be as much as 15 days from the date the shares
were purchased. That delay may be avoided if you purchase shares by
certified check or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.

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

-- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.

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

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund declares dividends from net
investment income and pays those dividends to shareholders monthly as of
a date selected by the Board of Directors. To effect its policy of
maintaining a net asset value of $1.00 per share, under certain
circumstances, the Fund may withhold dividends or make distributions from
capital or capital gains.

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

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

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

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. Dividends paid from short-term capital gains
and net investment income are taxable as ordinary income. Distributions
are subject to federal income tax and may be subject to state or local
taxes. Your distributions are taxable when paid, whether you reinvest
them in additional shares or take them in cash. Every year the Fund will
send you and the IRS a statement showing the amount of each taxable
distribution you received in the previous year.

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

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

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

<PAGE>

Investment Adviser Prospectus and
Oppenheimer Management Corporation New Account Application
Two World Trade Center
New York, New York 10048-0203

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

Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services OPPENHEIMER
P.O. Box 5270 Money Market Fund, Inc.
Denver, Colorado 80217
1-800-525-7048 Effective May 1, 1994

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

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

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

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

[OppenheimerFunds logo]
PR200 (5/94) *Printed on recycled paper

<PAGE>

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

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

Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services OPPENHEIMER
P.O. Box 5270 Money Market Fund, Inc.
Denver, Colorado 80217
1-800-525-7048 Effective May 1, 1994

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

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

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

[OppenheimerFunds logo]
PR201 (5/94) *Printed on recycled paper

<PAGE>

Oppenheimer Money Market Fund, Inc.

3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048

Statement of Additional Information dated May 1, 1994

This Statement of Additional Information of Oppenheimer Money Market
Fund, Inc. is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus
dated May 1, 1994. It should be read together with the Prospectus, which
may be obtained by writing to the Fund's Transfer Agent, Oppenheimer
Shareholder Services, at P.O. Box 5270, Denver, Colorado 80217 or by
calling the Transfer Agent at the toll-free number shown above.

Contents
Page
About the Fund
Investment Objective and Policies . . . . . . . . . . . . . .
Investment Policies and Strategies . . . . . . . . . . .
Other Investment Techniques and Strategies . . . . . . .
Other Investment Restrictions. . . . . . . . . . . . . .
How the Fund is Managed . . . . . . . . . . . . . . . . . . .
Organization and History . . . . . . . . . . . . . . . .
Directors and Officers of the Fund . . . . . . . . . . .
The Manager and Its Affiliates . . . . . . . . . . . . .
Performance of the Fund . . . . . . . . . . . . . . . . . . .
Distribution and Service Plans. . . . . . . . . . . . . . . .
About Your Account. . . . . . . . . . . . . . . . . . . . . .
How To Buy Shares . . . . . . . . . . . . . . . . . . . . . .
How To Sell Shares. . . . . . . . . . . . . . . . . . . . . .
How To Exchange Shares. . . . . . . . . . . . . . . . . . . .
Dividends, Capital Gains and Taxes. . . . . . . . . . . . . .
Additional Information About the Fund . . . . . . . . . . . .
Appendix A: Description of Securities Ratings . . . . . . . .
Financial Information About the Fund. . . . . . . . . . . . .
Independent Auditors' Report. . . . . . . . . . . . . . . . .
Financial Statements. . . . . . . . . . . . . . . . . . . . .

<PAGE>

ABOUT THE FUND

Investment Objective and Policies

Investment Policies and Strategies. The investment objective and policies
of the Fund are described in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objective. Capitalized terms used in this Statement
of Additional Information have the same meaning as those terms have in the
Prospectus.

The Fund will not make investments with the objective of seeking
capital growth. However, the value of the securities held by the Fund may
be affected by changes in general interest rates. Because the current
value of debt securities varies inversely with changes in prevailing
interest rates, if interest rates increase after a security is purchased,
that security would normally decline in value. Conversely, should
interest rates decrease after a security is purchased, its value would
rise. However, those fluctuations in value will not generally result in
realized gains or losses to the Fund since the Fund does not usually
intend to dispose of securities prior to their maturity. A debt security
held to maturity is redeemable by its issuer at full principal value plus
accrued interest. To a limited degree, the Fund may engage in short-term
trading to attempt to take advantage of short-term market variations, or
may dispose of a portfolio security prior to its maturity if, on the basis
of a revised credit evaluation of the issuer or other considerations, the
Fund believes such disposition advisable or it needs to generate cash to
satisfy redemptions. In such cases, the Fund may realize a capital gain
or loss.

-- Ratings of Securities. The prospectus describes "Eligible
Securities" in which the Fund may invest and indicates that if a
security's rating is downgraded, the Manager and/or the Board may have to
reassess the security's credit risk. If a security has ceased to be a
First Tier Security, Oppenheimer Management Corporation (the "Manager")
will promptly reassess whether the security continues to present "minimal
credit risk." If the Manager becomes aware that any Rating Organization
has downgraded its rating of a Second Tier Security or rated an unrated
security below its second highest rating category, the Fund's Board of
Directors shall promptly reassess whether the security presents minimal
credit risk and whether it is in the best interests of the Fund to dispose
of it; but if the Fund disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade. If a security is in default, or
ceases to be an Eligible Security, or is determined no longer to present
minimal credit risks, the Board must determine whether it would be in the
best interests of the Fund to dispose of the security. The Rating
Organizations currently designated as such by the Securities and Exchange
Commission are Standard & Poor's Corporation, Moody's Investors Service,
Inc., Fitch Investors Services, Inc., Duff and Phelps, Inc., IBCA Limited
and its affiliate, IBCA, Inc., and Thomson BankWatch, Inc. A discussion
of the ratings categories of those Rating Organizations is contained in
Appendix A.

-- U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies
or instrumentalities and include Treasury Bills (which mature within one
year of the date they are issued) and Treasury Notes and Bonds (which are
issued with longer maturities). All Treasury securities are backed by
the full faith and credit of the United States. U.S. Government agencies
and instrumentalities that issue or guarantee securities include, but are
not limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal
Land Banks, Maritime Administration, the Tennessee Valley Authority and
the District of Columbia Armory Board.

Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit
of the United States. Some, such as securities issued by the Federal Home
Loan Banks, are backed by the right of the agency or instrumentality to
borrow from the Treasury. Others, such as securities issued by the
Federal National Mortgage Association ("Fannie Mae"), are supported only
by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United
States, the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or instrumentality
does not meet its commitment.

Among the U.S. Government Securities that may be purchased by the
Fund are "mortgage-backed securities" of Fannie Mae, the Government
National Mortgage Association ("Ginnie Mae") and the Federal Home Loan
Mortgage Association ("Freddie Mac"). These mortgage-backed securities
include "pass-through" securities and "participation certificates"; both
are similar, representing pools of mortgages that are assembled, with
interests sold in the pool. Payments of principal and interest by
individual mortgagors are "passed through" to the holders of the interests
in the pool. Another type of mortgage-backed securities is the
"collateralized mortgage obligation," which is similar to a conventional
bond and is secured by groups of individual mortgages. Timely payment of
principal and interest on Ginnie Mae pass-throughs is guaranteed by the
full faith and credit of the United States. Freddie Mac and Fannie Mae are
both instrumentalities of the U.S. Government, but their obligations are
not backed by the full faith and credit of the United States.

-- Time Deposits. The Fund may invest in fixed time deposits, which
are non-negotiable deposits in a bank for a specified period of time at
a stated interest rate, whether or not subject to withdrawal penalties.
However, time deposits that are subject to penalties, other than time
deposits maturing in less than 7 days, are subject to the 10% of net
assets limitation for illiquid securities set forth in "Investment
Objective and Policies" in the Prospectus.

-- Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate
on a floating rate obligation is based on a stated prevailing market rate,
such as a bank's prime rate, the 91-day U.S. Treasury Bill rate, the rate
of return on commercial paper or bank certificates of deposit, or some
other standard, and is adjusted automatically each time such market rate
is adjusted. The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at
a specified interval of no less than one year. Some variable rate or
floating rate obligations in which the Fund may invest have a demand
feature entitling the holder to demand payment at an amount approximately
equal to amortized cost or the principal amount thereof plus accrued
interest at any time, or at specified intervals not exceeding one year.
These notes may or may not be backed by bank letters of credit.

Variable rate demand notes may include master demand notes which are
obligations that permit the Fund to invest fluctuating amounts, which may
change daily without penalty, pursuant to direct arrangements between the
Fund, as the note purchaser, and the issuer of the note. The interest
rates on these notes fluctuate from time to time. The issuer of such
obligations normally has a corresponding right, after a given period, to
prepay in its discretion the outstanding principal amount of the
obligations plus accrued interest upon a specified number of days' notice
to the holders of such obligations. Generally, the changes in the
interest rate on such securities reduce the fluctuation in their market
value. As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations
of the same maturity.

Because these obligations are direct lending arrangements between the
note purchaser and issuer of the note, it is not contemplated that such
instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they are
redeemable at face value. Accordingly, where these obligations are not
secured by letters of credit or other credit support arrangements, the
Fund's right to redeem is dependent on the ability of the note issuer to
pay principal and interest on demand. Such obligations frequently are not
rated by credit rating agencies and the Fund may invest in obligations
which are not so rated only if the Manager determines that at the time of
investment the obligations are of comparable quality to the other
obligations in which the Fund may invest. The Manager, on behalf of the
Fund, will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate obligations in the Fund's
portfolio.

-- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of banks and savings and loan
associations (collectively referred to as "banks") up to $100,000. The
Fund may, within the limits set forth in the Prospectus, purchase bank
obligations which are fully insured as to principal by the FDIC. To
remain fully insured as to principal, these investments must currently be
limited to $100,000 per bank. If the principal amount and accrued
interest together exceed $100,000, then the accrued interest in excess of
that $100,000 will not be insured.

-- Bank Loan Participation Agreements. The Fund may invest in bank
loan participation agreements, subject to the investment limitation set
forth in "Investment Objective and Policies" in the Prospectus as to
investments in illiquid securities. These participation agreements
provide the Fund an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the Fund's participation
interest bears to the total principal amount of the loan. The issuing
bank may have no obligation to the Fund other than to pay it principal and
interest on the loan if and when received by the bank. Thus, the Fund
must look to the creditworthiness of the borrower, which is obligated to
make payments of principal and interest on the loan. If the borrower
fails to pay scheduled principal or interest payments, the Fund may
experience a reduction in income.

Other Investment Techniques and Strategies

-- Repurchase Agreements. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an approved
vendor (a U.S. commercial bank or the U.S. branch of a foreign bank or a
broker-dealer which has been designated a primary dealer in government
securities, which must meet the credit requirements set forth by the
Fund's Board of Directors from time to time). The resale price exceeds
the purchase price by an amount that reflects an agreed-upon interest rate
effective for the period during which the repurchase agreement is in
effect. The majority of these transactions run from day to day, and
delivery pursuant to the resale typically will occur within one to five
days of the purchase. Repurchase agreements are considered "loans" under
the Investment Company Act, collateralized by the underlying security.
The Fund's repurchase agreements require that at all times while the
repurchase agreement is in effect, the value of the collateral must equal
or exceed the repurchase price to fully collateralize the loan.
Additionally, the Manager will impose creditworthiness requirements to
confirm that the vendor is financially sound and will continuously monitor
the collateral's value.

-- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral must, on each business day, at least equal the market value of
the loaned securities and must consist of cash, bank letters of credit,
U.S. Government securities or other cash equivalents which the Fund is
authorized to purchase. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand
meets the terms of the letter. Such terms and the issuing bank must be
satisfactory to the Fund. In a portfolio securities lending transaction,
the Fund receives from the borrower an amount equal to the interest paid
or the dividends declared on the loaned securities during the term of the
loan as well as the interest on the collateral securities, less any
finders' or administrative fees the Fund pays in arranging the loan. The
Fund may share the interest it receives on the collateral securities with
the borrower as long as it realizes at least a minimum amount of interest
required by the lending guidelines established by its Board of Directors.
The Fund will not lend its portfolio securities to any officer, trustee,
employee or affiliate of the Fund or its Manager. The terms of the Fund's
loans must meet certain tests under the Internal Revenue Code and permit
the Fund to reacquire loaned securities on five business days notice or
in time to vote on any important matter.

-- Illiquid and Restricted Securities. Illiquid securities in which
the Fund may invest include issues which only may be redeemed by the
issuer upon more than seven days notice or at maturity, repurchase
agreements maturing in more than seven days, fixed time deposits subject
to withdrawal penalties which mature in more than seven days, and other
securities which cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are
not illiquid, in which the Fund may invest, include certain master demand
notes redeemable on demand, and short-term corporate debt instruments that
are not related to current transactions of the issuer and therefore are
not exempt from registration as commercial paper.

Other Investment Restrictions

The Fund's significant investment restrictions are set forth in the
Prospectus. There are additional investment restrictions that the Fund
must follow that are also fundamental policies. Fundamental policies and
the Fund's investment objective cannot be changed without the vote of a
"majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a "majority" vote is defined as the vote of
the holders of the lesser of (1) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (2) more than 50% of the
outstanding shares.

Under these additional restrictions, the Fund cannot: (1) invest in
commodities or commodity contracts or invest in interests in oil, gas, or
other mineral exploration or mineral development programs; (2) invest in
real estate (however, the Fund may purchase commercial paper issued by
companies which invest in real estate or interests therein); (3) purchase
securities on margin or make short sales of securities; (4) invest in or
hold securities of any issuer if those officers and directors of the Fund
or its adviser who beneficially own individually more than 1/2 of 1% of
the securities of such issuer together own more than 5% of the securities
of such issuer; (5) underwrite securities of other companies; or (6)
invest in securities of other investment companies.

How the Fund is Managed

Organization and History. As a Maryland corporation, the Fund is not
required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Directors or upon proper request of the
shareholders.

Directors and Officers of the Fund. The Fund's Directors and officers and
their principal occupations and business affiliations during the past five
years are listed below. The address of each Director and officer is Two
World Trade Center, New York, New York 10048-0203, unless another address
is listed below. All of the Directors are also trustees or directors of
Oppenheimer Target Fund, Oppenheimer Fund, Oppenheimer Global Fund,
Oppenheimer Time Fund, Oppenheimer Special Fund, Oppenheimer Discovery
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Global Bio-Tech
Fund, Oppenheimer Global Environment Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer Tax-Free Bond Fund, Oppenheimer New York Tax-
Exempt Fund, Oppenheimer California Tax-Exempt Fund, Oppenheimer Multi-
State Tax-Exempt Trust, Oppenheimer Asset Allocation Fund, Oppenheimer
Mortgage Income Fund, Oppenheimer U.S. Government Trust, Oppenheimer
Multi-Sector Income Trust and Oppenheimer Multi-Government Trust (the "New
York-based OppenheimerFunds"). All officers of the Fund except Ms. Wolf
hold the same offices with the other New York-based OppenheimerFunds as
with the Fund. As of March 29, 1994, the Directors and officers of the
Fund as a group owned less than 1% of the outstanding shares of the Fund.

Leon Levy, Chairman of the Board of Directors
General Partner of Odyssey Partners, L.P. (investment partnership);
Chairman of Avatar Holdings, Inc. (real estate development).

Leo Cherne, Director
386 Park Avenue South, New York, New York 10016
Chairman Emeritus of the International Rescue Committee
(philanthropic organization); formerly Executive Director of the
Research Institute of America.

Edmund T. Delaney, Director
5 Gorham Road, Chester, Connecticut 06412
Attorney-at-law; formerly a member of the Connecticut State
Historical Commission and Counsel to Copp, Berall & Hempstead (law
firm).

Robert G. Galli, Director*
Vice Chairman of the Manager and Vice President and Counsel of
Oppenheimer Acquisition Corp. ("OAC") the Manager's parent holding
company; formerly he held the following positions: a director of the
Manager and the Distributor, Vice President and a director of
HarbourView Asset Management Corporation ("HarbourView") and
Centennial Asset Management Corporation ("Centennial"), investment
adviser subsidiaries of the Manager, a director of Shareholder
Financial Services, Inc. ("SFSI") and Shareholder Services, Inc.
("SSI"), transfer agent subsidiaries of the Manager, an officer of
other OppenheimerFunds and Executive Vice President & General Counsel
of the Manager and the Distributor.

Benjamin Lipstein, Director
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.

Elizabeth B. Moynihan, Director
801 Pennsylvania Avenue, N.W., Washington, DC 20004
Author and architectural historian; a trustee of the American Schools
of Oriental Research and of the Freer Gallery of Art, Smithsonian
Institution; a member of the Indo - U.S. Sub-Commission on Education
and Culture; a trustee of the Institute of Fine Arts, New York
University, and a trustee of the Preservation League of New York
State.

Kenneth A. Randall, Director
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Northeast Bancorp, Inc. (bank holding company),
Dominion Resources, Inc. (electric utility holding company) and
Kemper Corporation (insurance and financial services company);
formerly Chairman of the Board of ICL, Inc. (information systems).

Edward V. Regan, Director
40 Park Avenue, New York, New York 10016
President of Jerome Levy Economics Institute, Bard College; a member
of the U.S. Competitiveness Policy Council; a director of GranCare,
Inc. (health care provider); Adjunct Professor of New York
University; formerly New York State Comptroller and trustee, New York
State and Local Retirement Fund.

Russell S. Reynolds, Jr., Director
200 Park Avenue, New York, New York 10166
Founder Chairman of Russell Reynolds Associates, Inc. (executive
recruiting); Chairman of Directors Publication, Inc. (consulting and
publishing); a trustee of Mystic Seaport Museum, International House,
Greenwich Historical Society and Greenwich Hospital.

Sidney M. Robbins, Director
50 Overlook Road, Ossining, New York 10562
Chase Manhattan Professor Emeritus of Financial Institutions,
Graduate School of Business, Columbia University; Visiting Professor
of Finance, University of Hawaii; a director of The Korea Fund, Inc.
and The Malaysia Fund, Inc. (closed-end investment companies); a
member of the Board of Advisors, Olympus Private Placement Fund,
L.P.; Professor Emeritus of Finance, Adelphi University.

Donald W. Spiro, President and Director*
Chairman Emeritus and a director of the Manager; formerly Chairman
of the Manager and Oppenheimer Fund Management, Inc. (the
"Distributor").

Pauline Trigere, Director
550 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and
sale of women's fashions).

Clayton K. Yeutter, Director
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel to Hogan & Hartson (a law firm); a director of B.A.T.
Industries, Ltd. (tobacco and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural products), FMC
Corp. (chemicals and machinery), Lindsay Manufacturing Co. and Texas
Instruments, Inc. (electronics); formerly (in descending
chronological order) Deputy Chairman, Bush/Quayle Presidential
Campaign, Counsellor to the President (Bush) for Domestic Policy,
Chairman of the Republican National Committee, Secretary of the U.S.
Department of Agriculture, and U.S. Trade Representative, Executive
Office of the President.

Carol W. Wolf, Vice President and Portfolio Manager
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial Asset Management
Corporation, an investment advisory subsidiary of the Manager; an
officer of other OppenheimerFunds

Andrew J. Donohue, Secretary
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; formerly Senior
Vice President and Associate General Counsel of the Manager and the
Distributor, partner in Kraft & McManimon (a law firm), an officer
of First Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser),
director and an officer of First Investors Family of Funds and First
Investors Life Insurance Company.

George C. Bowen, Treasurer
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Secretary and Treasurer of SSI and SFSI;
an officer of other OppenheimerFunds; formerly Senior Vice
President/Comptroller and Secretary of OAMC.

Robert G. Zack, Assistant Secretary
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.

Robert Bishop, Assistant Treasurer
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Resolution Trust
Corporation and previously an Accountant and Commissions Supervisor
for Stuart James Company, Inc., a broker-dealer.

Scott Farrar, Assistant Treasurer
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company,
before which he was a sales representative for Central Colorado
Planning.
[FN]
___________________________
*A Director who is an "interested person" of the Fund as defined in the
Investment Company Act.

-- Remuneration of Directors. The officers of the Fund are
affiliated with the Manager; they and the Directors of the Fund who are
affiliated with the Manager (Mr. Galli and Mr. Spiro, who is both an
officer and Director) receive no salary or fee from the Fund. During the
Fund's fiscal year ended December 31, 1993, the remuneration (including
expense reimbursements) paid to all Directors of the Fund (excluding Mr.
Galli and Mr. Spiro) as a group for services as trustees and as members
of one or more committees of the Board, totalled $53,107. The Fund has
adopted a retirement plan that provides for payment to a retired Director
of up to 80% of the average compensation paid during that Director's five
years of service in which the highest compensation was received. A
Director must serve in that capacity for any of the New York-based
OppenheimerFunds for at least 15 years to be eligible for the maximum
payment. No Director has retired since the adoption of the plan and no
payments have been made by the Fund under the plan. The accumulated
liability for the Fund's projected benefit obligations under the plan was
$__________ as of December 31, 1993.

-- Major Shareholders. As of April ____, 1994, no person owned of
record or was known by the Fund to own beneficially 5% or more of the
Fund's outstanding shares.

The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund, and two of whom (Messrs. Galli and Spiro)
serve as Directors of the Fund.

-- The Investment Advisory Agreement. The investment advisory
agreement between the Manager and the Fund requires the Manager, at its
expense, to provide the Fund with adequate office space, facilities and
equipment, and to provide and supervise the activities of all
administrative and clerical personnel required to provide effective
administration for the Fund, including the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund.

Expenses not expressly assumed by the Manager under the advisory
agreement or by the Distributor under the General Distributor's Agreement
are paid by the Fund. The advisory agreement lists examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
fees to certain Directors, legal and audit expenses, custodian and
transfer agent expenses, share issuance costs, certain printing and
registration costs and non-recurring expenses, including litigation costs.

Under the advisory agreement, the Manager guarantees that the total
expenses of the Fund in any calendar year, exclusive of taxes, interest
and any brokerage fees, shall not exceed, and the Manager undertakes to
pay or refund to the Fund any amount by which such expenses shall exceed,
the lesser of (a) 1% of the average annual net assets of the Fund, or (b)
25% of the total annual investment income of the Fund. The payment of the
management fee at the end of any month will be reduced so that at no time
will there be any accrued but unpaid liability under this expense
limitation. During the fiscal years ended December 31, 1991, 1992, and
1993 the Fund paid management fees of $4,384,671, $3,569,366 and
$2,901,415, respectively, to the Manager pursuant to the advisory
agreement.

The advisory agreement provides that the Manager is not liable for
any loss sustained by reason of the adoption of any investment policy or
the purchase, sale or retention of any security on its recommendation,
whether or not such recommendation shall have been based on its own
investigation and research or upon investigation and research by any other
individual, firm or corporation, if such recommendation was made, and such
other individual, firm or corporation was selected with due care and in
good faith. However, the Manager is not excused from liability for its
willful misfeasance, bad faith or gross negligence in the performance of
its duties, or its reckless disregard of its obligations and duties under
the advisory agreement. The advisory agreement permits the Manager to act
as investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with other investment companies for
which it may act as investment adviser or general distributor. If the
Manager shall no longer act as investment adviser to the Fund, the right
of the Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.

-- The Distributor. Under its General Distributor's Agreement with
the Fund, the Distributor acts as the Fund's principal underwriter in the
continuous public offering of the Fund's shares but is not obligated to
sell a specific number of shares. Expenses normally attributable to
sales, including advertising and the cost of printing and mailing
prospectuses, other than those furnished to existing shareholders, are
borne by the Distributor.

-- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
transfer agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.

-- Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall
authority of the Board of Directors. As most purchases made by the Fund
are principal transactions at net prices, the Fund incurs little or no
brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by using the services of a broker. Purchases
of portfolio securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked prices.

The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If dealers are used for portfolio transactions,
transactions may be directed to dealers for their execution and research
services. The research services provided by a particular broker may be
useful only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars.

The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.

Sales of shares of the Fund and/or the other investment companies
managed by the Manager or distributed by the Distributor may, subject to
applicable rules covering the Distributor's activities in this area, also
be considered as a factor in the direction of transactions to dealers, but
only in conformity with the price, execution and other considerations and
practices discussed above. Those other investment companies may also give
similar consideration relating to the sale of the Fund's shares. No
portfolio transactions will be handled by any securities dealer affiliated
with the Manager. The Fund's policy of investing in short-term debt
securities with maturity of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small, high
turnover does not have an appreciable adverse effect upon the income of
the Fund.

Performance of the Fund

-- Yield Information. The Fund's current yield is determined in
accordance with regulations adopted under the Investment Company Act.
Yield is calculated for a seven-day period of time as follows. First, a
base period return is calculated for the seven-day period by determining
the net change in the value of a hypothetical pre-existing account having
one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any
shares purchased with dividends on that share, but such dividends are
adjusted to exclude any realized or unrealized capital gains or losses
affecting the dividends declared. Next, the base period return is
multiplied by 365/7 to obtain the current yield to the nearest hundredth
of one percent. The compounded effective yield for a seven-day period is
calculated by (a) adding 1 to the base period return (obtained as
described above), (b) raising the sum to a power equal to 365 divided by
7, and (c) subtracting 1 from the result. The Fund's "current yield" for
the seven days ended December 31, 1993, was 2.62% and its compounded
"effective yield" was 2.65%.

The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Fund's portfolio securities
which may affect dividends, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.

-- Other Performance Comparisons. Yield information may be useful
to investors in reviewing the Fund's performance. The Fund may make
comparisons between its yield and that of other investments, by citing
various indices such as The Bank Rate Monitor National Index (provided by
Bank Rate MonitorTM) which measures the average rate paid on bank money
market accounts, NOW accounts and certificates of deposits by the 100
largest banks and thrifts in the top ten metro areas. However, a number
of factors should be considered before using yield information as a basis
for comparison with other investments. An investment in the Fund is not
insured. Its yield is not guaranteed and normally will fluctuate on a
daily basis. The yield for any given past period is not an indication or
representation by the Fund of future yields or rates of return on its
shares. The Fund's yield is affected by portfolio quality, portfolio
maturity, type of instruments held and operating expenses. When comparing
the Fund's yield with that of other investments, investors should
understand that certain other investment alternatives such as certificates
of deposit, U.S. government securities, money market instruments or bank
accounts may provide fixed yields or may vary above a stated minimum, and
may be insured or guaranteed. Certain types of bank accounts may not pay
interest when the balance falls below a specified level and may limit the
number of withdrawals by check per month.

ABOUT YOUR ACCOUNT

How to Buy Shares

Determination of Net Asset Value Per Share. The net asset value per share
of the Fund is determined each day the New York Stock Exchange (the
"NYSE") is open, as of 4:00 P.M., New York time, that day, by dividing the
value of the Fund's net assets by the total number of shares outstanding.
The NYSE's most recent annual announcement (which is subject to change)
states that it will close on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. The NYSE may also close on other days.

The Fund will seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. There can be no assurance that it will do
so. Under Rule 2a-7, the Fund may use the amortized cost method of
valuing its shares. Under the amortized cost method, a security is valued
initially at its cost and its valuation assumes a constant amortization
of any premium or accretion of a discount, regardless of the impact of
fluctuating interest rates on the market value of the security. The
method does not take into account unrealized capital gains or losses.

The Fund's Board of Directors has established procedures intended to
stabilize the Fund's net asset value at $1.00 per share. If the Fund's
net asset value per share were to deviate from $1.00 by more than 0.5%,
Rule 2a-7 requires the Board promptly to consider what action, if any,
should be taken. If the Directors find that the extent of any such
deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate
to eliminate or reduce such dilution or unfair effects, including, without
limitation, selling portfolio securities prior to maturity, shortening the
average portfolio maturity, withholding or reducing dividends, reducing
the outstanding number of Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.

As long as it uses Rule 2a-7, the Fund must abide by certain
conditions described in the prospectus. Some of those conditions which
relate to portfolio management are that the Fund must: (i) maintain a
dollar-weighted average portfolio maturity not in excess of 90 days; (ii)
limit its investments, including repurchase agreements, to those
instruments which are denominated in U.S. dollars, and which are rated in
one of the two highest short-term rating categories by at least two
"nationally-recognized statistical rating organizations" ("NRSROs"), as
defined in Rule 2a-7, or by only one NRSRO if only one NRSRO has rated the
security; an instrument that is not rated must be of comparable quality
as determined by the Board; and (iii) not purchase any instruments with
a remaining maturity of more than 397 days. Under Rule 2a-7, the maturity
of an instrument is generally considered to be its stated maturity (or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain
variable rate demand and floating rate instruments. Repurchase agreements
and securities loan agreements are, in general, treated as having a
maturity equal to the period scheduled until repurchase or return, or if
subject to demand, equal to the notice period.

While the amortized cost method provides certainty in valuation,
there may be periods during which the value of an instrument as determined
by amortized cost is higher or lower than the price the Fund would
receive if it sold the instrument. During periods of declining interest
rates, the daily yield on shares of the Fund may tend to be lower (and net
investment income and daily dividends higher) than a like computation made
by a fund with identical investments utilizing a method of valuation based
upon market prices or estimates of market prices for its portfolio. Thus,
if the use of amortized cost by the Fund resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in the Fund
would be able to obtain a somewhat higher yield than would result from
investment in a fund utilizing solely market values, and existing
investors in the Fund would receive less investment income than if the
Fund were priced at market value. Conversely, during periods of rising
interest rates, the daily yield on Fund shares will tend to be higher and
its aggregate value lower than that of a portfolio priced at market value.
A prospective investor would receive a lower yield than from an investment
in a portfolio priced at market value, while existing investors in the
Fund would receive more investment income than if the Fund were priced at
market value.

AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy the shares. Dividends will begin to accrue on such shares
on the day the Fund receives Federal Funds for such purchase through the
ACH system before 4:00 P.M., which is normally 3 days after the ACH
transfer is initiated. The Distributor and the Fund are not responsible
for any delays. If the Federal Funds are received after 4:00 P.M.,
dividends will begin to accrue on the next regular business day after such
Federal Funds are received.

Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Tax-Exempt Cash Reserves or
Oppenheimer Cash Reserves to use those accounts for monthly automatic
purchases of shares of up to four other Eligible Funds.

There is a sales charge on the purchase of certain Eligible Funds.
An application should be obtained from the Transfer Agent, completed and
returned, and a prospectus of the selected fund(s) (available from the
Distributor) should be obtained before initiating Asset Builder payments.
The amount of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.

How to Sell Shares

Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.

-- Checkwriting. When a check is presented to the Bank for
clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the
amount of the check. This enables the shareholder to continue receiving
dividends on those shares until the check is presented to the Fund.
Checks may not be presented for payment at the offices of the Bank or the
Fund's Custodian. This limitation does not affect the use of checks for
the payment of bills or to obtain cash at other banks. The Fund reserves
the right to amend, suspend or discontinue offering checkwriting
privileges at any time without prior notice.

-- Selling Shares by Wire. The wire of redemptions proceeds may be
delayed if the Fund's custodian bank is not open for business on a day
when the Fund would normally authorize the wire to be made, which is
usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next
bank business day on which the Fund is open for business. No dividends
will be paid on the proceeds of redeemed shares awaiting transfer by wire.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Director, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
To Sell Shares" in the Prospectus. The request must: (i) state the reason
for the distribution; (ii) state the owner's awareness of tax penalties
if the distribution is premature; and (iii) conform to the requirements
of the plan and the Fund's other redemption requirements. Participants
(other than self-employed persons) in OppenheimerFunds-sponsored pension
or profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to special
requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Director and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.

Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price will be the net asset
value next computed after the receipt of an order placed by such dealer
or broker, except that orders received from dealers or brokers after 4:00
P.M. on a regular business day will be processed at that day's net asset
value if such orders were received by the dealer or broker from its
customers prior to 4:00 P.M., and were transmitted to and received by the
Distributor prior to its close of business that day (normally 5:00 P.M.).
Payment ordinarily will be made within seven days after the Distributor's
receipt of the required documents, with signature(s) guaranteed as
described in the Prospectus.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are by check
payable to all shareholders of record and sent to the address of record
for the account (and if the address has not been changed within the prior
30 days). Required minimum distributions from OppenheimerFunds-sponsored
retirement plans may not be arranged on this basis. Payments are normally
made by check, but shareholders having AccountLink privileges (see "How
To Buy Shares") may arrange to have Automatic Withdrawal Plan payments
transferred to the bank account designated on the OppenheimerFunds New
Account Application or signature-guaranteed instructions. The Fund cannot
guarantee receipt of the payment on the date requested and reserves the
right to amend, suspend or discontinue offering such plans at any time
without prior notice.

By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.

-- Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other OppenheimerFunds automatically on
a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "Exchange Privilege"
in the Prospectus and "How to Exchange Shares" below in this Statement of
Additional Information.

-- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and thereafter shares acquired with
reinvested dividends and capital gains distributions will be redeemed
next, followed by shares acquired with a sales charge, to the extent
necessary to make withdrawal payments. Depending upon the amount
withdrawn, the investor's principal may be depleted. Payments made under
such plans should not be considered as a yield or income on your
investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent shall incur no liability to the
Planholder for any action taken or omitted by the Transfer Agent in good
faith to administer the Plan. Certificates will not be issued for shares
of the Fund purchased for and held under the Plan, but the Transfer Agent
will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.

For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.

Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.

The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.

The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.

To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.

If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.

How To Exchange Shares

-- The OppenheimerFunds. The OppenheimerFunds are those mutual funds
for which the Distributor acts as the distributor or the sub-distributor
and include the following:

Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Special Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Government Securities Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Bio-Tech Fund
Oppenheimer Global Environment Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund

and the following "Money Market Funds":

Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Oppenheimer Tax-Exempt Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.

There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds. Under certain
circumstances described below, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge.

As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. If an
OppenheimerFund has only one class of shares - such as the Fund - that
class is designated as Class A shares for purposes of this exchange
privilege.

Class A shares of OppenheimerFunds may be exchanged for shares of any
Money Market Fund; shares of any Money Market Fund purchased without a
sales charge may be exchanged for shares of OppenheimerFunds offered with
a sales charge upon payment of the sales charge (or, if applicable, may
be used to purchase shares of OppenheimerFunds subject to a contingent
deferred sales charge); and shares of this Fund acquired by reinvestment
of dividends or distributions from any other of the OppenheimerFunds or
from any unit investment trust for which reinvestment arrangements have
been made with the Distributor may be exchanged at net asset value for
shares of any of the OppenheimerFunds. No contingent deferred sales
charge is imposed on exchanges of shares of any class purchased subject
to a contingent deferred sales charge. However, when Class A shares
acquired by exchange of Class A shares purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months of the end
of the calendar month of the initial purchase of the exchanged Class A
shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares.

The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or shares covered by a share
certificate that is not tendered with the request. In those cases, only
the shares available for exchange without restriction will be exchanged.

When exchanging shares by telephone, the shareholder must either have
an existing account in, or acknowledge receipt of a prospectus of, the
fund to which the exchange is to be made. For full or partial exchanges
of an account made by telephone, any special account features such as
Asset Builder Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).

The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
transaction.

Dividends, Capital Gains and Taxes

Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Under the Internal Revenue Code, by December 31 each year,
the Fund must distribute 98% of its taxable investment income earned from
January 1 through December 31 of that year and 98% of its capital gains
realized in the period from November 1 of the prior year through October
31 of the current year, or else the Fund must pay an excise tax on the
amounts not distributed. While it is presently anticipated that the Fund
will meet those requirements, the Fund's Board and the Manager might
determine in a particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution
to shareholders.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or distributions in Class A shares of any
of the other OppenheimerFunds listed above under "The OppenheimerFunds"
at net asset value without sales charge. To elect this option, a
shareholder must notify the Transfer Agent in writing and have either an
existing account in the fund selected for dividend reinvestment or must
obtain an prospectus for that fund and application from the Distributor
to establish an account. The investment will be made at the net asset
value per share in effect at the close of business on the payable date of
the dividend or distribution. Dividends and/or distributions from such
other funds may be invested in shares of this Fund on the same basis.

Additional Information About the Fund

The Custodian. Citibank, N.A. is the Custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities, collecting income on the portfolio securities
and handling the delivery of such securities to and from the Fund. The
Manager has represented to the Fund that the banking relationships between
the Manager and the Custodian have been and will continue to be unrelated
to and unaffected by the relationship between the Fund and the Custodian.
It will be the practice of the Fund to deal with the Custodian in a manner
uninfluenced by any banking relationship the Custodian may have with the
Manager or its affiliates.

Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for certain other funds advised by the Manager
and its affiliates.

<PAGE>

-----------------------------------------------------
INDEPENDENT AUDITORS' REPORT

- -------------------------------------------------------------------------------

The Board of Directors and Shareholders of Oppenheimer
Money Market Fund, Inc.:

We have audited the accompanying statements of
investments and assets and liabilities of Oppenheimer
Money Market Fund, Inc. as of December 31, 1993, and
the related statement of operations for the year then
ended, the statements of changes in net assets for
each of the years in the two-year period then ended
and the financial highlights for each of the years in
the ten-year period then ended. These financial
statements and financial highlights are the
responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on
our audits.
We conducted our audits in accordance
with generally accepted auditing standards. Those
standards require that we plan and perform the audit
to obtain reasonable assurance about whether the
financial statements and financial highlights are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements and financial
highlights. Our procedures included confirmation of
securities owned as of December 31, 1993, by
correspondence with the custodian. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements
and financial highlights referred to above present
fairly, in all material respects, the financial
position of Oppenheimer Money Market Fund, Inc. as of
December 31, 1993, the results of its operations for
the year then ended, the changes in its net assets for
each of the years in the two-year period then ended,
and the financial highlights for each of the years in
the ten-year period then ended, in conformity with
generally accepted accounting principles.

/s/ KPMG Peat Marwick
---------------------
KPMG PEAT MARWICK

Denver, Colorado
January 21, 1994

<PAGE>

--------------------------------------------------
STATEMENT OF INVESTMENTS December 31, 1993

FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
REPURCHASE AGREEMENTS-0.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with J.P. Morgan Securities, Inc.,
3.23%, dated 12/31/93 and maturing 1/3/94, collateralized by Federal
National Mortgage Assn. Participation Certificates, 5.50%, 12/1/08,
with a value of $2,562,499 (Cost $2,500,000) $ 2,500,000 $ 2,500,000
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT-4.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Banque Nationale de Paris, 3.34%-3.43%, 1/28/94-4/28/94 10,000,000 9,999,466
------------------------------------------------------------------------------------------------------
Mitsubishi Bank Ltd., 3.30%-3.46%, 3/31/94-6/22/94 10,000,000 10,000,319
------------------------------------------------------------------------------------------------------
Sanwa Bank Ltd., 3.41%, 2/2/94 5,000,000 4,999,866
------------
Total Certificates of Deposit (Cost $24,999,651) 24,999,651

- ------------------------------------------------------------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS-8.9%
- ------------------------------------------------------------------------------------------------------------------------------------
Abbey National PLC, guaranteeing commercial paper of:
Abbey National North America Corp., 3.22%-3.37%, 3/18/94-4/26/94 22,500,000 22,327,054
------------------------------------------------------------------------------------------------------
ABN Amro Bank NV, guaranteeing commercial paper of:
ABN AMRO Bank Canada, 3.26%-3.30%, 2/16/94-3/17/94 12,000,000 11,946,061
------------------------------------------------------------------------------------------------------
Canadian Imperial Bank of Commerce, guaranteeing commercial paper of:
Canadian Imperial Holdings, Inc., 3.25%-3.27%, 1/26/94-1/28/94 10,000,000 9,976,458
------------------------------------------------------------------------------------------------------
Societe Generale, guaranteeing commercial paper of:
Societe Generale North America, Inc., 3.33%, 1/12/94 4,250,000 4,245,676
------------------------------------------------------------------------------------------------------
Toronto-Dominion Bank, guaranteeing commercial paper of:
Toronto-Dominion Holdings, Inc., 3.30%, 4/11/94 6,000,000 5,945,000
------------
Total Direct Bank Obligations (Cost $54,440,249) 54,440,249

- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM NOTES-78.2%
- ------------------------------------------------------------------------------------------------------------------------------------
ASSET-BACKED-9.3% Beta Finance, Inc., 3.32%, 1/31/94(3) 9,000,000 8,975,100
------------------------------------------------------------------------------------------------------
CIESCO L.P., 3.25%-3.35%, 2/2/94-2/3/94 8,400,000 8,374,985
------------------------------------------------------------------------------------------------------
Cooperative Association of Tractor Dealers, Inc., 3.27%-3.40%, 1/7/94-3/4/94 8,800,000 8,770,527
------------------------------------------------------------------------------------------------------
Corporate Asset Funding Co., Inc., 3.15%-3.27%, 1/18/94-3/3/94 10,000,000 9,964,859
------------------------------------------------------------------------------------------------------
CXC, Inc., 3.40%, 1/21/94 11,000,000 10,979,222
------------------------------------------------------------------------------------------------------
Preferred Receivables Funding Corp., 3.35%, 1/20/94 5,000,000 4,991,160
------------------------------------------------------------------------------------------------------
SMM Trust 1993-A, 3.3625%, 3/18/94(3) 5,000,000 4,999,864
------------
57,055,717

- ------------------------------------------------------------------------------------------------------------------------------------
BANKS-0.8% Bankers Trust New York Corp., 3.36%, 2/11/94 5,000,000 4,980,867
- ------------------------------------------------------------------------------------------------------------------------------------
BROKER/DEALERS-19.5% Bear Stearns Cos., Inc.:
3.37%-3.6875%, 1/3/94-1/4/94(1) 10,000,000 10,000,000
3.25%-3.44%, 3/23/94-5/16/94 16,000,000 15,854,417
------------------------------------------------------------------------------------------------------
Goldman Sachs Group L.P.:
3.50%-3.60%, 1/18/94-2/1/94(3)(4) 10,000,000 10,000,000
3.35%, 2/1/94 10,000,000 9,971,583
3.25%, 3/21/94(1)(2)(3)(4) 5,000,000 5,000,000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>

BROKER/DEALERS Lehman Brothers Holdings, Inc.:
(CONTINUED) 3.375%, 1/3/94(1) $ 5,000,000 $ 5,000,000
3.40%, 1/14/94 5,000,000 4,993,861
------------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc.:
3.045%, 1/3/94(1) 10,000,000 9,999,541
3.25%-3.28%, 2/14/94-4/18/94 10,000,000 9,931,657
------------------------------------------------------------------------------------------------------
Morgan Stanley Group, Inc., 2.82%, 1/3/94(1) 16,900,000 16,900,000
------------------------------------------------------------------------------------------------------
Shearson Lehman Brothers Holdings, Inc.:
3.57%, 1/4/94(1) 5,000,000 5,000,000
3.5781%, 1/7/94 16,000,000 16,000,000
------------
118,651,059

------------------------------------------------------------------------------------------------------
BUILDING MATERIALS GROUP Compagnie de Saint-Gobain SA, 3.28%, 5/19/94 10,000,000 9,874,266
- -1.6
- ------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL FINANCE-3.8% CIT Group Holdings, Inc., 3.5915%, 5/9/94(1)(2) 10,000,000 10,000,000
------------------------------------------------------------------------------------------------------
Heller Financial, Inc., 3.6897%, 5/18/94(1)(2) 13,000,000 13,000,000
------------
23,000,000

- ------------------------------------------------------------------------------------------------------------------------------------
CONGLOMERATES-2.3% Mitsubishi International Corp., 3.27%-3.35%, 1/21/94-4/20/94 14,000,000 13,945,510
- ------------------------------------------------------------------------------------------------------------------------------------
CONSUMER FINANCE-0.4% Norwest Financial, Inc., 8.25%, 2/1/94 2,500,000 2,510,011
- ------------------------------------------------------------------------------------------------------------------------------------
CONSUMER NON-CYCLICALS-4.4% American Brands, Inc., 3.27%-3.43%, 1/10/94-5/2/94 27,000,000 26,867,555
- ------------------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCE-8.9% General Electric Capital Corp., 3.30%-3.40%, 4/18/94-4/26/94 14,043,000 13,899,894
------------------------------------------------------------------------------------------------------
Household Finance Corp., 3.41%-3.45%, 1/3/94-1/5/94(1) 22,000,000 22,000,000
------------------------------------------------------------------------------------------------------
Transamerica Finance Corp., 3.30%-3.35%, 2/4/94-4/14/94 18,444,000 18,357,240
------------
54,257,134

- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SERVICES: Countrywide Funding Corp., 3.30%-3.40%, 1/7/94-4/6/94 30,000,000 29,912,362
------------------------------------------------------------------------------------------------------
MISCELLANEOUS-9.0% Fleet Mortgage Group, Inc., 3.44%-3.45%, 1/13/94-1/14/94 25,000,000 24,970,328
------------
54,882,690

- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN GOVERNMENT Finnish Export Credit Ltd., supported by the Republic of Finland,
OBLIGATIONS-1.6% 3.27%, 2/18/94 5,000,000 4,978,200
------------------------------------------------------------------------------------------------------
New South Wales Treasury Corp., supported by the Commonwealth of
Australia, State of New South Wales, 3.35%, 1/24/94 5,000,000 4,989,299
------------
9,967,499

- ------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL-2.2% Atlas Copco AB, 3.40%, 1/28/94 3,000,000 2,992,350
------------------------------------------------------------------------------------------------------
BICC Cables Corp., guaranteed by BICC PLC, 3.37%-3.50%, 1/14/94-1/21/94 10,500,000 10,483,549
------------
13,475,899

- ------------------------------------------------------------------------------------------------------------------------------------
INSURANCE-4.9% Sun Life Insurance Co., 3.7125%, 1/10/94(1)(2) 30,000,000 30,000,000
- ------------------------------------------------------------------------------------------------------------------------------------
LUBRICANTS AND FUELS-2.9% Burmah Castrol Finance PLC, guaranteed by Burmah
Castrol PLC, 3.30%-3.40%, 1/19/94-1/26/94(3) 17,500,000 17,464,702
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------
STATEMENT OF INVESTMENTS (Continued)
FACE MARKET VALUE
AMOUNT SEE NOTE 1
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL-2.1% Carilion Services, Inc., guaranteed by MBIA, 3.45%, 1/31/94 $ 5,000,000 $ 5,000,000
------------------------------------------------------------------------------------------------------
North Slope Borough Alaska, 4.35%, 6/30/94 8,000,000 8,000,000
------------
13,000,000

- ------------------------------------------------------------------------------------------------------------------------------------
OIL: INTEGRATED DOMESTIC Koch Industries, 3.30%, 1/3/94(3) 10,000,000 9,998,167
- -1.6%
- ------------------------------------------------------------------------------------------------------------------------------------
OIL: INTEGRATED Petrofina (DE), Inc., 3.30%, 4/20/94 5,000,000 4,950,042
INTERNATIONAL-1.6% ------------------------------------------------------------------------------------------------------
Statoil, guaranteed by Den Norske Stats Oljeselskap AS, 3.55%, 1/3/94 5,000,000 4,999,014
------------
9,949,056

- ------------------------------------------------------------------------------------------------------------------------------------
SAVINGS AND LOANS/ Household Bank, 3.45%, 1/14/94 3,000,000 3,000,000
HOLDING COMPANIES-0.5%
- ------------------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-0.8% NYNEX Corp., 3.40%, 3/28/94 5,000,000 4,959,389
------------
Total Short-Term Notes (Cost $477,839,521) 477,839,521

- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM U.S. GOVERNMENT OBLIGATIONS-8.6%
- ------------------------------------------------------------------------------------------------------------------------------------
Export-Import Bank, 4.25%, 1/4/94(1)(3) 1,715,868 1,732,546
------------------------------------------------------------------------------------------------------
Small Business Administration, 4.50%-7.625%, 1/1/94(1) 47,524,711 50,706,759
------------
Total Short-Term U.S. Government Obligations (Cost $52,439,305) 52,439,305

- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $612,218,726) 100.2% 612,218,726
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (.2) (941,301)
----------- ------------
NET ASSETS 100.0% $611,277,425
----------- ------------
----------- ------------
<FN>
Short-term notes and direct bank obligations are
generally traded on a discount basis; the interest
rate is the discount rate received by the Fund at
the time of purchase. Other securities normally
bear interest at the rates shown.
(1) Variable rate security. The interest rate,
which is based on specific, or an index of, market
interest rates, is subject to change periodically
and is the effective rate on December 31, 1993.
(2) Put obligation redeemable at full face value on
the date reported.
(3) Security purchased in private placement
transaction, without registration under the
Securities Act of 1933 (the Act). The securities
were acquired between June 11, 1993 and December
31, 1993, are carried at amortized cost, and amount
to $58,170,379, or 9.5% of the Fund's net assets.
(4) In addition to being restricted, the security
is considered illiquid by virtue of the absence of
a readily available market or because of legal or
contractual restrictions on resale. Illiquid
securities amount to $15,000,000, or 2.5% of the
Fund's net assets, at December 31, 1993. The Fund
may not invest more than 10% of its net assets
(determined at the time of purchase) in illiquid
securities.
See accompanying Notes to Financial Statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES December 31, 1993

- -------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
ASSETS Investments, at value (cost $612,218,726)-see accompanying statement $612,218,726
--------------------------------------------------------------------------------------------------
Cash 3,726,921
--------------------------------------------------------------------------------------------------
Receivables:
Shares of capital stock sold 11,321,107
Interest and principal paydowns 3,145,128
--------------------------------------------------------------------------------------------------
Other 88,500
------------
Total assets 630,500,382

- -------------------------------------------------------------------------------------------------------------------------------
LIABILITIES Payables and other liabilities:
Shares of capital stock redeemed 18,735,973
Dividends 85,390
Other 401,594
------------
Total liabilities 19,222,957

- -------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $611,277,425
------------

- -------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF Par value of shares of capital stock $ 61,127,692
--------------------------------------------------------------------------------------------------
NET ASSETS Additional paid-in capital 550,149,223
--------------------------------------------------------------------------------------------------
Accumulated net realized gain from investment transactions 510
------------
Net assets-applicable to 611,276,915 shares of capital stock outstanding $611,277,425
------------
------------
- -------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $1.00

</TABLE>
See accompanying Notes to Financial Statements.

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------
STATEMENT OF OPERATIONS For the Year Ended December 31, 1993
- ------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C>
INVESTMENT INCOME Interest $22,991,792

- ------------------------------------------------------------------------------------------------------------------------------
EXPENSES Management fees--Note 3 2,901,415
-------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 3 2,069,285
-------------------------------------------------------------------------------------------------
Shareholder reports 380,022
-------------------------------------------------------------------------------------------------
Custodian fees and expenses 111,241
-------------------------------------------------------------------------------------------------
Directors' fees and expenses 82,472
-------------------------------------------------------------------------------------------------
Registration and filing fees 71,315
-------------------------------------------------------------------------------------------------
Legal and auditing fees 35,473
-------------------------------------------------------------------------------------------------
Other 19,503
-----------
Total expenses 5,670,726

- ------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 17,321,066

- ------------------------------------------------------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS 211,020

- ------------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $17,532,086
-----------
-----------
</TABLE>

See accompanying Notes to Financial Statements.

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31,
-----------------------------
1993 1992
- -------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
OPERATIONS Net investment income $ 17,321,066 $ 27,762,538
--------------------------------------------------------------------------------------
Net realized gain on investments 211,020 85,197
------------ ------------
Net increase in net assets resulting from operations 17,532,086 27,847,735

- -------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
TO SHAREHOLDERS (17,675,610) (27,847,735)

- -------------------------------------------------------------------------------------------------------------------
CAPITAL STOCK Net decrease in net assets resulting from capital
TRANSACTIONS stock transactions (80,347,909) (207,486,933)

- -------------------------------------------------------------------------------------------------------------------
NET ASSETS Total decrease (80,491,433) (207,486,933)
- -------------------------------------------------------------------------------------------------------------------
Beginning of year 691,768,858 899,255,791
------------ ------------
End of year $611,277,425 $691,768,858
------------ ------------
------------ ------------
</TABLE>
See accompanying Notes to Financial Statements.

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------
FINANCIAL HIGHLIGHTS

<PAGE>

-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

- -------------------------------------------------------------------------------
1. SIGNIFICANT Oppenheimer Money Market Fund, Inc. (the Fund) is
ACCOUNTING POLICIES registered under the Investment Company Act of 1940, as
amended, as a diversified, open-end management
investment company. The Fund's investment advisor is
Oppenheimer Management Corporation (the Manager). The
following is a summary of significant accounting
policies consistently followed by the Fund.
-------------------------------------------------
INVESTMENT VALUATION. Portfolio securities are valued
on the basis of amortized cost, which approximates
market value.
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS. The Fund requires the custodian
to take possession, to have legally segregated in the
Federal Reserve Book Entry System or to have segregated
within the custodian's vault, all securities held as
collateral for repurchase agreements. If the seller of
the agreement defaults and the value of the collateral
declines, or if the seller enters an insolvency
proceeding, realization of the value of the collateral
by the Fund may be delayed or limited.
- -------------------------------------------------------------------------------
FEDERAL INCOME TAXES. The Fund intends to continue to
comply with provisions of the Internal Revenue Code
applicable to regulated investment companies and to
distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.
- -------------------------------------------------------------------------------
DIRECTORS' FEES AND EXPENSES. The Fund has adopted a
nonfunded retirement plan for the Fund's independent
directors. Benefits are based on years of service and
fees paid to each director during the years of service.
During the year ended December 31, 1993, a provision of
$29,365 was made for the Fund's projected benefit
obligations, resulting in an accumulated liability of
$117,741 at December 31, 1993. No payments have been
made under the plan.
- -------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS. The Fund intends to
declare dividends from net investment income each
regular business day and pay such dividends monthly. To
effect its policy of maintaining a net asset value of
$1.00 per share, the Fund may withhold dividends or
make distributions of net realized gains.
- -------------------------------------------------------------------------------
OTHER. Investment transactions are accounted for on the
date the investments are purchased or sold (trade
date). Realized gains and losses on investments are
determined on an identified cost basis, which is the
same basis used for federal income tax purposes.
- -------------------------------------------------------------------------------

2. CAPITAL STOCK The Fund has authorized 5,000,000,000 shares of $.10
par value capital stock. Transactions in shares of
capital stock were as follows:

YEAR ENDED DECEMBER 31, 1993 YEAR ENDED DECEMBER 31, 1992
------------------------------- -------------------------------
SHARES AMOUNT SHARES AMOUNT
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold 1,042,487,698 $1,042,487,698 1,079,564,530 $1,079,564,530
Dividends and distributions reinvested 16,858,588 16,858,588 26,411,623 26,411,623
Redeemed (1,139,694,195) (1,139,694,195) (1,313,463,086) (1,313,463,086)
------------- -------------- ------------- --------------
Net decrease (80,347,909) $ (80,347,909) (207,486,933) $ (207,486,933)
------------- -------------- ------------- --------------
------------- ------------- ------------- --------------
- ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>
3. MANAGEMENT FEES Management fees paid to the Manager were in accordance
AND OTHER TRANSACTIONS with the investment advisory agreement with the Fund
WITH AFFILIATES which provides for an annual fee of .45% on the first
$500 million of net assets with a reduction of .025%
on each $500 million thereafter, to .375% on net
assets in excess of $1.5 billion. The Manager has
agreed to reimburse the Fund if aggregate expenses
(with specified exceptions) exceed the lesser of 1% of
average annual net assets of the Fund or 25% of the
total annual investment income of the Fund.

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.

<PAGE>

Appendix A

DESCRIPTION OF SECURITIES RATINGS

Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund. The ratings descriptions are based on information
supplied by the ratings organizations to subscribers.

Short Term Debt Ratings.

Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment. Capacity will normally
be evidenced by the following characteristics: (a)
leveling market positions in well-established industries;
(b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and
high internal cash generation; and (e) well established
access to a range of financial markets and assured sources
of alternate liquidity.

Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample
alternate liquidity is maintained.

Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:

MIG1/VMIG1:
Best quality. There is present strong protection by established cash
flows, superior liquidity support or demonstrated broadbased access
to the market for refinancing.

MIG2/VMIG2:
High quality. Margins of protection are ample although not so large
as in the preceding group.

Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:

A-1: Strong capacity for timely payment. Those issues
determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)
designation.

A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues
designated "A-1".

S&P's ratings for Municipal Notes due in three years or less are:

SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming
safety characteristics will be given a plus (+)
designation.

SP-2: Satisfactory capacity to pay principal and interest.

S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").

Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:

F-1+: Exceptionally strong credit quality; the strongest degree
of assurance for timely payment.

F-1: Very strong credit quality; assurance of timely payment is
only slightly less in degree than issues rated "F-1+".

F-2: Good credit quality; satisfactory degree of assurance for
timely payment, but the margin of safety is not as great
as for issues assigned "F-1+" or "F-1" ratings.

Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):

Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or
access to alternative sources of funds, is outstanding,
and safety is just below risk-free U.S. Treasury short-
term obligations.

Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection
factors. Risk factors are minor.

Duff 1-: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection
factors. Risk factors are very small.

Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding
needs may enlarge total financing requirements, access to
capital markets is good. Risk factors are small.

IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:

A1+: Obligations supported by the highest capacity for timely
repayment.

A1: Obligations supported by a very strong capacity for timely
repayment.

A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible to
adverse changes in business, economic, or financial
conditions.

Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.

TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is
very strong.

TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is not
as high as for issues rated "TBW-1".

Long Term Debt Ratings.

These ratings are relevant for securities purchased by the Fund with a
remaining maturity of 397 days or less, or for rating issuers of short-
term obligations.

Moody's: Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest
degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large
or by an exceptionally stable margin, and principal is
secure. While the various protective elements are likely
to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong positions of
such issues.

Aa: Judged to be of high quality by all standards. Together
with the "Aaa" group they comprise what are generally
known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as
large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear
somewhat larger than in "Aaa" securities.

Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.

Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:

AAA: The highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA: A strong capacity to pay interest and repay principal and
differ from "AAA" rated issues only in small degree.

Fitch:

AAA: Considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.

AA: Considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as
bonds rated "AAA". Plus (+) and minus (-) signs are used
in the "AA" category to indicate the relative position of
a credit within that category.

Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".

Duff & Phelps:

AAA: The highest credit quality. The risk factors are
negligible, being only slightly more than for risk-free
U.S. Treasury debt.

AA: High credit quality. Protection factors are strong. Risk
is modest but may vary slightly from time to time because
of economic conditions. Plus (+) and minus (-) signs are
used in the "AA" category to indicate the relative
position of a credit within that category.

IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:

AAA: The lowest expectation of investment risk. Capacity for
timely repayment of principal and interest is substantial
such that adverse changes in business, economic, or
financial conditions are unlikely to increase investment
risk significantly.

AA: A very low expectation for investment risk. Capacity for
timely repayment of principal and interest is substantial.
Adverse changes in business, economic, or financial
conditions may increase investment risk albeit not very
significantly.

A plus (+) or minus (-) sign may be appended to a long
term rating to denote relative status within a rating
category.

TBW: TBW issues the following ratings for companies. These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.

A: Possesses an exceptionally strong balance sheet and
earnings record, translating into an excellent reputation
and unquestioned access to its natural money markets. If
weakness or vulnerability exists in any aspect of the
company's business, it is entirely mitigated by the
strengths of the organization.

A/B: The company is financially very solid with a favorable
track record and no readily apparent weakness. Its
overall risk profile, while low, is not quite as favorable
as for companies in the highest rating category.

<PAGE>

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

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

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

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 28th day of April, 1994.

OPPENHEIMER MONEY MARKET FUND, INC.

By: /s/ Donald W. Spiro*
----------------------------------------
Donald W. Spiro, President
Attest:

/s/ Andrew J. Donohue*
- ----------------------------
Andrew J. Donohue, Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:

Signatures Title Date
- ---------- ----- ----

/s/ Leon Levy* Chairman of the
- -------------- Board of Trustees April 28, 1994
Leon Levy

/s/ Donald W. Spiro* President, Principal
- -------------------- Executive Officer
Donald W. Spiro and Trustee April 28, 1994

/s/ George Bowen* Treasurer and
- ----------------- Principal Financial
George Bowen and Accounting
Officer April 28, 1994

/s/ Leo Cherne* Trustee April 28, 1994
- ---------------
Leo Cherne

/s/ Edmund T. Delaney* Trustee April 28, 1994
- ----------------------
Edmund T. Delaney

/s/ Robert G. Galli* Trustee April 28, 1994
- -------------------
Robert G. Galli

/s/ Benjamin Lipstein* Trustee April 28, 1994
- ----------------------
Benjamin Lipstein

/s/ Kenneth A. Randall* Trustee April 28, 1994
- -----------------------
Kenneth A. Randall

/s/ Sidney M. Robbins* Trustee April 28, 1994
- ----------------------
Sidney M. Robbins

/s/ Russell S. Reynolds, Jr.* Trustee April 28, 1994
- -----------------------------
Russell S. Reynolds, Jr.

/s/ Pauline Trigere* Trustee April 28, 1994
- --------------------
Pauline Trigere

/s/ Elizabeth B. Moynihan* Trustee April 28, 1994
- --------------------------
Elizabeth B. Moynihan

/s/ Clayton K. Yeutter* Trustee April 28, 1994
- -----------------------
Clayton K. Yeutter

/s/ Edward V. Regan* Trustee April 28, 1994
- --------------------
Edward V. Regan

*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact

<PAGE>

OPPENHEIMER MONEY MARKET FUND, INC.
Registration No. 2-49887

Post-Effective Amendment No. 52

Index to Exhibits

Exhibit No. Description

24(b)11 Independent Auditors' Consent

24(b)16 Performance Data Computation Schedule

- -- Board Resolutions and Powers of Attorney

<PAGE>

Exhibit 24(b)(11)

INDEPENDENT AUDITORS' CONSENT

The Board of Trustees
Oppenheimer Money Market Fund, Inc.:

We consent to the use of our report dated January 21, 1994 included herein
and to the reference to our firm under the heading "Financial Highlights"
in the Prospectus.

/s/ KPMG Peat Marwick
---------------------
KPMG Peat Marwick

Denver, Colorado
April 25, 1994

<PAGE>
Exhibit 24(b)16

Oppenheimer Money Market Fund, Inc.
Performance Data Computation Schedule

1. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 12/31/93:

Calculations of the Fund's "Yield" and "Compounded Effective Yield"
set forth in the section entitled "Yield Information" in the Statement of
Additional Information were made as follows:

Date Daily Accrual Per Share (in $)

12/25/93 .0000712
12/26/93 .0000712
12/27/93 .0000718
12/28/93 .0000737
12/29/93 .0000682
12/30/93 .0000715
12/31/93 .0000740

Seven Day
Total: .0005016

Current Yield: .0005016/7 x 365 = 2.62%

365/7
Effective Yield: (.0005016 + 1) - 1 = 2.65%

<PAGE>

OPPENHEIMER CASH RESERVES
CENTENNIAL AMERICA FUND, L.P.
CENTENNIAL CALIFORNIA TAX-EXEMPT TRUST
CENTENNIAL GOVERNMENT TRUST
CENTENNIAL MONEY MARKET TRUST
CENTENNIAL NEW YORK TAX-EXEMPT TRUST
CENTENNIAL TAX-EXEMPT TRUST
OPPENHEIMER CHAMPION HIGH YIELD FUND
DAILY CASH ACCUMULATION FUND, INC.
OPPENHEIMER EQUITY INCOME FUND
OPPENHEIMER GOVERNMENT SECURITIES FUND
OPPENHEIMER HIGH YIELD FUND
OPPENHEIMER INTEGRITY FUNDS
OPPENHEIMER MAIN STREET FUNDS, INC.
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
OPPENHEIMER STRATEGIC INCOME FUND
OPPENHEIMER STRATEGIC INCOME & GROWTH FUND
OPPENHEIMER STRATEGIC INVESTMENT GRADE BOND FUND
OPPENHEIMER STRATEGIC SHORT-TERM INCOME FUND
OPPENHEIMER TAX-EXEMPT BOND FUND
OPPENHEIMER TAX-EXEMPT CASH RESERVES
OPPENHEIMER TOTAL RETURN FUND, INC.
OPPENHEIMER VARIABLE ACCOUNT FUNDS

CERTIFIED RESOLUTIONS OF THE BOARDS

October 26, 1993

At a meeting of the Boards for the above referenced funds (the
"Funds") held on October 26, 1993, the members thereof by unanimous vote
of those present adopted and approved the following resolutions:

RESOLVED, That Andrew J. Donohue or Robert G. Zack, and each of
them, be, and the same is hereby appointed the attorney-in-fact and
agents of James C. Swain, as Chairman of the Funds, and George C.
Bowen, as Vice President, Secretary and Treasurer (Principal
Financial and Accounting Officer) of the Funds, to sign on behalf of
such officers any and all Registration Statements (including any
post-effective amendments to such Registration Statements) under the
Securities Act of 1933 and the Investment Company Act of 1940 and any
amendments and supplements thereto, and to file the same, with all
exhibits thereto, with the Securities and Exchange Commission; and
be it further

RESOLVED, that Andrew J. Donohue or Robert G. Zack, and each of
them hereby is authorized, empowered and directed, in the name and
on behalf of the Funds, to take such additional action and to execute
and deliver such additional documents and instruments as any of them
may deem necessary or appropriate to implement the provisions of the
foregoing resolution, the authority for the taking of such action and
the execution and delivery of such documents and instruments to be
conclusively evidenced thereby. These resolutions supersede and
replace the resolutions adopted June 22, 1993.

In witness whereof, the undersigned has hereunto set his hand this present
day of October, 1993.

/s/ George C. Bowen
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George C. Bowen, Secretary

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Andrew J. Donohue or Robert G. Zack, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her
capacities as a trustee of OPPENHEIMER MONEY MARKET FUND, INC., a Maryland
corporation (the "Fund"), to sign on his (her) behalf any and all
Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities Act of 1933, the Investment
Company Act of 1940 and any amendments and supplements thereto, and other
documents in connection thereunder, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause
to be done by virtue hereof.