OPPENHEIMER MONEY MARKET FUND INC
497, 1995-05-01
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Money Market Fund, Inc.



Prospectus dated May 1, 1995



  Oppenheimer Money Market Fund, Inc. (the "Fund") is a no-load "money
market" mutual fund.  As its objective, the Fund seeks 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
specific credit quality standards.  Please refer to "Investment Objective
and Policies" for more information about the types of securities the Fund
invests in. 

  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, 1995, 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). 


                      (OppenheimerFunds logo) 


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, and involve investment risks, including the possible loss of the
principal amount invested.

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

       ABOUT THE FUND

       Expenses

       A Brief Overview of the Fund

       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
       By Checkwriting

       How to Exchange Shares

       Shareholder Account Rules and Policies

       Dividends 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
subtracted from the Fund's assets to calculate the Fund's net asset value
per share.  All shareholders 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 business operating
expenses that you will bear indirectly.  The calculations below are based
on the Fund's expenses during its last fiscal year ended December 31,
1994.


  - Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of a mutual fund.  The Fund has no sales charges to buy
shares.  Please refer to "About Your Account" for more information.


Maximum Sales Charge on Purchases      None
- -----------------------------------------------
Sales Charge on Reinvested Dividends   None
- -----------------------------------------------
Redemption Fees                        None(1)
- -----------------------------------------------

Exchange Fee                           None

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

(1)  There is a $10 transaction fee for redemptions paid by Federal Funds
wire, but not for redemptions paid by check or by ACH wire through
AccountLink, or for which checkwriting privileges are used (see "How to
Sell Shares"). 


  - 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 (which is referred to in this Prospectus as the
"Manager").  The rates of the Manager's fees are set forth in "How the
Fund is Managed," below.  The Fund has 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 expenses.  Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.



  The numbers in the chart below 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 the Fund
for that year.  The actual expenses in future years may be more or less
than the numbers in the chart, depending on a number of factors, including
the actual value of the Fund's assets. 

Management Fees                                0.44%
- -------------------------------------------------------
12b-1 Distribution Plan Fees                   None
- -------------------------------------------------------
Other Expenses                                 0.38%
- -------------------------------------------------------
Total Fund Operating Expenses                  0.82%



  - 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 the Fund's annual return is 5%, and that its operating expenses are
the ones shown in the Annual Fund Operating Expenses 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
- -------------------------------------------------------------

       $8         $26       $46        $101

  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.  

A Brief Overview Of The Fund

  Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found.  You should carefully read the entire Prospectus
before making a decision about investing in the Fund.  Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.


  -  What Is The Fund's Investment Objective?  The Fund's objective is
to seek the maximum current income that is consistent with stability of
principal. 


  -  What Does The Fund Invest In?  The Fund invests in high-quality
money market securities.  These are short-term highly liquid securities
that meet specific credit quality standards under the Investment Company
Act of 1940.  Because of their large denominations, money market
investments are generally unavailable to the smaller investor.  The money
market securities the Fund invests in may include U.S. Government
securities, repurchase agreements, certificates of deposit and high
quality commercial paper issued by companies.  These and other types of
money market securities are described in "Investment Objective and
Policies" starting on page 8. 


  -  Who Manages The Fund?  The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment company portfolios currently having over
$30 billion in assets.  The Manager is paid an advisory fee by the Fund,
based on its assets.  The Fund's portfolio manager, who is employed by the
Manager and who is primarily responsible for the selection of the Fund's
securities, is Carol E. Wolf.  The Fund's Board of Directors, elected by
shareholders, oversees the investment adviser and the portfolio manager. 
Please refer to "How the Fund is Managed," starting on page 13 for more
information about the Manager and its fees.



  -  How Risky Is The Fund?  All investments carry risks to some
degree.  Money market funds in general are relatively conservative
investments.  The Fund attempts to maintain a stable share price of $1.00,
but there is no guarantee it will do so.  While money market securities
are debt securities that may be affected by changes in interest rates,
because of their short maturity and liquidity, their prices are less
sensitive to interest rate changes than longer-term debt securities. 
Fluctuations in value of the Fund's securities will not generally result
in gains or losses to the Fund since the Fund usually holds securities to
their maturity.  While the Fund is a conservative investment for those
seeking income, liquidity and stability of principal, it is important to
note that the Fund's shares are not guaranteed by the U.S. Government or
insured by the FDIC. 


  -  How Can I Buy Shares?  You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using Federal Funds wires
or an Automatic Investment Plan under AccountLink.  Please refer to "How
to Buy Shares" starting on page 15 for more details.  



  -  Will I Pay A Sales Charge To Buy Shares?  No.  Shares of the Fund
are sold at their net asset value, without sales charge.  Normally, the
net asset value is $1.00 per share.  There can be no assurance, however,
that the Fund's net asset value will not vary.



  -  How Can I Sell My Shares?  Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by writing a check against your Fund account, or by wire to a
previously designated bank account.  Please refer to "How to Sell Shares"
starting on page 18.



  -  How Has The Fund Performed?  The Fund measures its performance by
quoting its "yield" and "compounded effective yield," which measure
historical performance.  Those yields can be compared to the yields of
other money market funds.  Please remember that past performance does not
guarantee future results.


Financial Highlights

The table on the following pages 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 LLP, the Fund's independent auditors, whose report
on the Fund's financial statements for the fiscal year ended December 31,
1994, is included in the Statement of Additional Information.  



<TABLE>
<CAPTION>
                                       ---------------------------------------------------------------------------------------
                                       Financial Highlights
                                       ---------------------------------------------------------------------------------------
                                       
                                       
                                       Year Ended December 31,
                                       1994     1993     1992     1991     1990     1989     1988     1987     1986     1985
=====================================================
=====================================================
====================
<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              .04      .03      .03      .06      .08      .08      .07      .06      .06      .07
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders                          (.04)    (.03)    (.03)    (.06)    (.08)    (.08)    (.07)    (.06)    (.06)    (.07)
- ------------------------------------------------------------------------------------------------------------------------------
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)                            $929     $611     $692     $899   $1,082     $940     $794     $718     $744    
$738
- ------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)         $804     $653     $811   $1,003   $1,033     $873     $713     $620     $752 
 $1,026
- ------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in millions)              929      611      692      899    1,082      940      794      718      744      738
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income                    3.79%    2.65%    3.42%    5.66%    7.66%    8.55%    6.98%    6.04% 
6.12%    7.56%
Expenses                                  .82%     .87%     .88%     .77%     .74%     .78%     .80%     .86%     .77% 
   .77%

                    See accompanying Notes to Financial Statements.

</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 short-term money market securities meeting quality standards
consistent with Rule 2a-7 under the Investment Company Act of 1940.  While
those standards are intended to help the Fund maintain a stable share
value, there can be no assurance that the Fund's net asset value will not
vary from $1.00 per share or that the Fund will achieve its investment
objective.  


  - Money Market Securities in Which the Fund Invests.  The following
is a brief description of the types of money market securities in which
the Fund may invest: 


  - U.S. Government Securities.  These include obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities.  These may include direct obligations of the U.S.
Treasury, such as Treasury bills, notes and bonds.  Other U.S. Government
Securities are supported by the full faith and credit of the United
States, such as pass-through certificates issued by the Government
National Mortgage Association.  Others may be supported by the right of
the issuer to borrow from the U.S. Treasury, such as securities of Federal
Home Loan Banks.  Others may be supported only by the credit of the
instrumentality, such as obligations of the Federal National Mortgage
Association. 


  - Bank Obligations and Instruments Secured By Them.  These include
time deposits, certificates of deposit and bankers' acceptances.  They
must be obligations of a domestic bank with total assets of at least $1
billion or U.S. dollar-denominated obligations of a foreign bank with
total assets of at least U.S. $1 billion.  The Fund may also invest in
instruments secured by these types of bank obligations, such as
separately-issued bank debt which is guaranteed by the bank.  The term
"bank" includes commercial banks, savings banks, and savings and loan
associations, which may or may not be members of the Federal Deposit
Insurance Corporation ("FDIC").  The term "foreign bank" includes foreign
branches of U.S. banks ( which may be issuers of "Eurodollar" money market
instruments), U.S. branches and agencies of foreign banks (which may be
issuers of "Yankee dollar" instruments), and foreign branches of foreign
banks. 

  - Commercial Paper.  Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company.  The Fund's purchase of
commercial paper is limited to an issuer's direct obligations that at the
time of the Fund's purchase of them are Eligible Securities (defined
below).  They also must be rated by at least one Rating Organization (this
term is also defined below) in one of the two highest rating categories
for short-term debt securities.  They may also be an issuer's unrated
securities judged by the Manager to be comparable to these other types of
rated securities.  


  - Corporate Obligations.  The Fund may invest in corporate debt
obligations, other than commercial paper, that at the time of the Fund's
purchase of the obligations 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.  They may include comparable unrated
securities. 


  - Other Money Market Obligations.  The Fund may invest in money
market obligations other than those listed above if they are subject to
repurchase agreements or guaranteed as to their 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 Money Market Instruments.  These are U.S. dollar-
denominated short-term investments that the Fund's Board of Directors
determines present minimal credit risks and which are of "high quality"
as determined by any Rating Organization.  They may also include an
instrument that is not rated, if the Board determines that it is of
comparable quality to an instrument that is an "Eligible Security."  This
determination is made in light of the restrictions imposed by Rule 2a-7,
described below.  Currently, Board-approved instruments in which the Fund
may invest include dollar-denominated obligations of foreign banks payable
in the U.S. or in London, England, floating or variable rate demand notes,
asset-backed securities, and bank loan participation agreements (subject
to restrictions adopted by the Board).  The Board may change its
restrictions as to these investments from time to time.  

  - 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. 


  - Portfolio Quality and Diversification.  Under Rule 2a-7 of the
Investment Company Act, 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 Manager, under Board-approved procedures, has determined have
minimal credit risks and are "Eligible Securities."  


  An "Eligible Security" is 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) (these are
referred to as "Rating Organizations"), or, if only one Rating
Organization has rated that security, it must have been rated in one of
the two highest rating categories by that Rating Organization.  An unrated
security that is judged by the Manager to be of comparable quality to
"Eligible Securities" rated by Rating Organizations may also be an
"Eligible Security."  


  Rule 2a-7 permits the Fund to purchase any number of "First Tier
Securities."  These 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.  Comparable unrated securities may
also be First Tier Securities.  Under Rule 2a-7, 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
of Directors 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 to show the Manager's
compliance with the Fund's procedures and with the Rule.  

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



  - Can the Fund's Investment Objective and Policies Change?  The Fund
has an investment objective, described above, as well as investment
policies it follows to try to achieve its objective.  Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment polices.  The Fund's investment policies and techniques
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental." 
The Fund's investment objective is a fundamental policy. 


  Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information).  The Fund's Board of Directors may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus. 




Other Investment Techniques and Strategies.  The Fund may also use the
investment techniques and strategies described below.  These techniques
involve investment risks.  The Statement of Additional Information
contains more information about these practices, including limitations on
their use that are designed to reduce some of the risks.  

  - 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 index for such investments, such as the
prime rate of a bank.  If the maturity of these 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. 

  - 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. or in London, England 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. 
These 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
those 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 those regulations apply to foreign banks. 

  - Bank Loan Participation Agreements.  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 looks to the
creditworthiness of the borrower obligated to make principal and interest
payments on the loan.  These investments are subject to the provisions of
Rule 2a-7 and the Fund's limitation on investing in "illiquid securities,"
below. 

  - Asset-Backed Securities.  The Fund may invest in asset-backed
securities, which are fractional interests in pools of consumer loans and
other trade receivables.  They are issued by trusts and special purpose
corporations.  They are backed by a pool of assets, such as credit card
or auto loan receivables, which are the obligations of a number of
different parties.  The income from the underlying pool is passed through
to holders, such as the Fund.  


  These securities are frequently supported by a credit enhancement,
such as a letter of credit, a guarantee or a preference right.  However,
the credit enhancement generally applies to only a fraction of the
security's value.  The Fund's investment in those securities is subject
to Rule 2a-7, as described above.  A risk of these securities is that the
issuer of the security may have no security interest in the related
collateral.  


  - Loans of Portfolio Securities.  To attempt to increase its income,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions.  These loans are limited to no more than 10% of
the value of the Fund's total assets and are subject to other conditions
described in the Statement of Additional Information.  There are some
risks in lending securities.  The Fund could experience a delay in
receiving additional collateral to secure a loan, or a delay in recovering
the loaned securities.  The Fund presently does not intend to lend its
securities, but if it does, the value of securities loaned is not expected
to exceed 5% of the value of the Fund's total assets.   


  - Repurchase Agreements.  The Fund may enter into repurchase
agreements.  In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date. 
Repurchase agreements must be fully collateralized. However, if the vendor
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 will cause more than 10% of its net assets to
be subject to repurchase agreements maturing in more than seven days. 
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.  

  - Illiquid and Restricted Securities.  Under the policies and
procedures established by the Fund's Board of Directors, the Manager
determines the liquidity of certain 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 and
Instruments Secured By Them" 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 (except those
restricting borrowing money) and elsewhere in this Prospectus apply only
at the time the Fund purchases a security, and the Fund need not dispose
of a security merely because the size of the Fund's assets has 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 a diversified, open-end 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,
Oppenheimer Management Corporation, which is responsible for selecting 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.  The agreement sets forth the fees paid by the
Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business. 

  The Manager has operated as an investment adviser since 1959.  The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $30 billion as
of March 31, 1995, and with more than 2.4 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. 


  - Portfolio Manager.  The Manager has designated a Portfolio Manager
as the person principally responsible for the day to day management of the
Fund's portfolio.  Carol E. Wolf has been the principal portfolio manager
since November, 1988.  She also serves as a Vice President of the Fund. 
Ms. Wolf is also an officer of Centennial Asset Management Corporation,
an investment adviser subsidiary of the Manager, and is an officer and
portfolio manager of 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 net assets in excess of $1.5 billion.  The
Fund's management fee for its last fiscal year was 0.44% of the Fund's
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, but 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 Fund's 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 and on the back cover.

Performance of the Fund

Explanation of "Yield."  The Fund uses the terms "yield" and "compounded
effective yield" to illustrate its performance.  This performance
information may be useful to help you see how well your investment has
done and to compare it to other money market funds. 

  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 in additional shares.  The "compounded effective yield" will
be slightly higher than the yield because of the effect of the assumed
reinvestment. 


  It is important to understand that the Fund's yields represent past
performance and should not be considered to be predictions of future
performance.  The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, and
expenses.  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.    

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.  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 wire.  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.  Broker-dealers that have sales agreements with
the Distributor may place purchase orders for shares on a regular business
day with the Distributor before the close of The New York Stock Exchange,
which is normally 4:00 P.M., but may be earlier on some days, and the
order will be effected that day if the broker-dealer guarantees that the
Fund's custodian bank will receive Federal Funds to pay for the purchase
by 2:00 P.M. on the next regular business day.  Dividends will begin to
accrue on shares purchased in this way on the regular business day the
Federal Funds are received by the required time. 


  - 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.  You can then transmit funds electronically to purchase shares,
or to have the Transfer Agent send redemption proceeds, or transmit
dividends and distributions to your bank account.  

  Shares are purchased for your account on AccountLink 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.  You should
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
at net asset value 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.  


  In most cases the Distributor must receive your order by the time of
day The New York Stock Exchange closes to enable your order to be effected
that day.  The close of The New York Stock Exchange is normally 4:00 P.M.,
New York time, but may be earlier on some days (all references to time in
this Prospectus mean New York time).  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, unless
your dealer uses the "guaranteed payment" procedure described above, the
dealer must receive your order by the close of The New York Stock Exchange
on a regular business day and transmit your order and payment 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.  These include 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 Transfer Agent for more information.

  AccountLink privileges should 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. With the OppenheimerFunds Exchange Privilege,
described below, 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 worth $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
automatically to exchange an amount you establish in advance 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 OppenheimerFunds account is $25.  These exchanges are subject to
the terms of the Exchange privilege, described in "How To Exchange
Shares," below. 


Reinvestment Privilege.  If you redeem some or all of your Fund shares
that were purchased by reinvesting dividends or by exchanging shares from
another OppenheimerFunds account on which you already paid a sales charge,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of other OppenheimerFunds without paying a sales charge. 
You must be sure to ask the Distributor for this privilege when you send
your payment. Please consult the Statement of Additional Information for
more details. 

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, including SAR-SEP IRAs

  - Pension and Profit-Sharing Plans for self-employed persons and
other employers 

  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 using the Fund's
checkwriting privilege, by wire or by telephone.  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 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
  - A redemption check is not payable to all shareholders listed on the
account statement
  - A redemption 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 on behalf of a corporation, partnership or other business, or
as a fiduciary, 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 account statement)
  - The dollar amount or number of shares to be redeemed
  - Any special payment instructions
  - Any share certificates for the shares you are selling, 

  - The signatures of all registered owners exactly as the account is
registered, and 
  - Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.


Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217

Send courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
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 the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone. 

  - 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 statement or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.  

  - Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in any 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 statement.  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 Through Your Dealer.  The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers.  Brokers or dealers may charge for that service.  Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.


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 $10 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.
  - Checkwriting privileges are not available for accounts holding
shares subject to a contingent deferred sales charge.
  - 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 10 days. 
  - Don't use your checks if you changed your Fund account number.

How to Exchange Shares

  Shares of the Fund may be exchanged for Class A shares of other
OppenheimerFunds.  Fund shares purchased by reinvesting dividends or by
exchange of shares from other OppenheimerFunds accounts on which you paid
a sales charge may be exchanged at net asset value per share at the time
of exchange, without sales charge.  However, when you exchange other
shares of the Fund for shares of OppenheimerFunds that have a sales
charge, you will be subject to that charge.  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.  For example, you can exchange
shares of this Fund only for Class A shares of another fund.  If a fund
has only one class of shares that does not have a class designation, they
are "Class A" shares for exchanging purposes.  In some cases, sales
charges may be imposed on exchange transactions.  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 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 find a list of OppenheimerFunds currently available for
exchange in the Statement of Additional Information or by calling a
service representative at 1-800-525-7048. For tax purposes, 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 that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  However, 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
submitted by a shareholder or dealer. 

  - 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 Statement of Additional Information 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 neither it nor the Fund will 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 or improperly.


  - 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.  Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days.  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 10 days from the date the shares were purchased.  That delay
may be avoided if you purchase shares by certified check or arrange to
have your bank 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 Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income. 


  - 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. 
The Fund will charge a $10 transaction fee for sending redemption proceeds
by Federal Funds wire. 


  - To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and 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 and Taxes

Dividends.  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.  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 in "How to Buy
Shares."  

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 dividends and 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.
Because the Fund normally holds its investments to maturity, normally the
Fund will not pay any capital gains distributions. 

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.  Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income.  Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders.  It
does not matter how long you held your shares.  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.  Because the Fund's share price
will normally remain fixed at $1.00 per share, it is unlikely under normal
circumstances that you will realize a capital gain or loss on selling your
shares (but there can be no assurance that the Fund's share price will not
vary). 



  - 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.  A non-
taxable return of capital may reduce your tax basis in your Fund shares.

  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>
Oppenheimer Money Market Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231

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 LLP
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, broker, 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 Statement of Additional Information,
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.

<PAGE>
Oppenheimer Money Market Fund, Inc.

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

Statement of Additional Information dated May 1, 1995


  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, 1995.  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
About Your Account
How To Buy Shares
How To Sell Shares
How To Exchange Shares

Dividends and Taxes 
Additional Information About the Fund
Appendix A: Description of Securities Ratings

Appendix B: Industry Classifications 
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.  Certain capitalized terms used in this
Statement of Additional Information have the same meaning as those terms
have in the Prospectus. 

  The Fund's objective is to seek high current income (consistent with
stability of principal) and 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 to this Statement of Additional Information.

  - 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, 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 types of
securities are similar, in that they represent pools of mortgages that are
assembled by a vendor who sells interests 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 backed by the credit of the instrumentality, and not
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.  They may or may not be subject to withdrawal
penalties.  However, the Fund's investment in time deposits that are
subject to penalties (other than time deposits maturing in less than 7
days) is subject to the 10% investment limitation for investing in
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.  The rate on the investment is adjusted automatically each
time the 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 not 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 of an
amount approximately equal to the amortized cost of the instrument or the
principal amount of the instrument 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 in a note. 
The amount 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 this type of obligation normally has a corresponding right
in its discretion, after a given period, to prepay the outstanding
principal amount of the obligation plus accrued interest.  The issuer must
give a specified number of days' notice to the holders of those
obligations.  Generally, the changes in the interest rate on those
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 having the same
maturity.  

  Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments
generally will not be traded.  Generally, there is no established
secondary market for these types of obligations, although they are
redeemable from the issuer 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 them is dependent on the ability
of the note issuer to pay principal and interest on demand.  These types
of obligations usually are not rated by credit rating agencies.  The Fund
may invest in obligations that are not rated only if the Manager
determines at the time of investment that the obligations are of
comparable quality to the other obligations in which the Fund may invest. 
The Manager, on behalf of the Fund, will monitor the creditworthiness of
the issuers of the floating and variable rate obligations in the Fund's
portfolio on an ongoing basis. 


  - 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 per
investor.  Within the limits set forth in the Prospectus, the Fund may
purchase bank obligations that 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.  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.  Under this type
of arrangement, the issuing bank may have no obligation to the Fund other
than to pay 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 for delivery on an agreed-upon future date.  An "approved vendor"
may be a U.S. commercial bank, 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 collateral's value must equal or
exceed the repurchase price to fully collateralize the repayment
obligation.  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 in which the Fund is
permitted to invest.  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 that 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 most 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. 

  For purposes of the Fund's policy not to concentrate in securities
of issuers as described in the investment restrictions in "Other
Investment Restrictions" in the Prospectus, the Fund has adopted the
industry classifications set forth in Appendix B to this Statement of
Additional Information. 

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.  The Directors will call a meeting of shareholders to vote
on the removal of a Director upon the written request of the record
holders of 10% of its outstanding shares.  In addition, if the Directors
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Director, the
Directors will then either make the Fund's shareholder list available to
the applicants or mail their communication to all other shareholders at
the applicants' expense, or the Directors may take such other action as
set forth under Section 16(c) of the Investment Company Act. 

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 Growth Fund, Oppenheimer Discovery
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Global Emerging
Growth 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").  Messrs. Spiro, Bishop, Bowen, Donohue, Farrar and
Zack, who are officers of the Fund, respectively hold the same offices
with the other New York-based OppenheimerFunds as with the Fund. 



  As of April 3, 1995, the Directors and officers of the Fund as a
group owned of record or beneficially less than 1% of each class of shares
of the Fund.  That statement does not include shares held of record by an
employee benefit plan for employees of the Manager (one of the officers
listed below, Mr. Donohue, is a trustee of that plan), other than  the
shares beneficially owned under that plan by the officers of the Fund
listed below. 

Leon Levy, Chairman of the Board of Directors; Age: 69
General Partner of Odyssey Partners, L.P. (investment partnership) and
Chairman of Avatar Holdings, Inc. (real estate development).


Leo Cherne, Director; Age: 82
122 East 42nd Street, New York, New York 10168
Chairman Emeritus of the International Rescue Committee (philanthropic
organization); formerly Executive Director of The Research Institute of
America. 

Robert G. Galli, Director*; Age: 61
Vice Chairman of the Manager and Vice President and Counsel of Oppenheimer
Acquisition Corp., the Manager's parent holding company; formerly he held
the following positions: a director of the Manager and Oppenheimer Funds
Distributor, Inc. (the "Distributor"), Vice President and a director of
HarbourView Asset Management Corporation ("HarbourView") and Centennial
Asset Management Corporation ("Centennial"), investment advisory
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 and General Counsel of the Manager and the
Distributor. 

Benjamin Lipstein, Director; Age: 72
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University; a director of Sussex Publishers, Inc.
(Publishers of Psychology Today and Mother Earth News) and director of Spy
Magazine, L.P. 


Elizabeth B. Moynihan, Director; Age: 65
801 Pennsylvania Avenue, N.W., Washington, DC 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institution), the Institute of Fine Arts (New York
University), and the National Building Museum; a member of the Trustees
Council, Preservation League of New York State; a member of the Indo-U.S.
Sub-Commission on Education and Culture. 


Kenneth A. Randall, Director; Age: 67
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and oil & gas producer), Enron-
Dominion Cogen Corp. (cogeneration company), Kemper Corporation (insurance
and financial services company), and Fidelity Life Association (mutual
life insurance company); formerly Chairman of the Board of ICL, Inc.
(information systems), and President and Chief Executive Officer of The
Conference Board, Inc. (international and economic and business research).



Edward V. Regan, Director; Age: 64
40 Park Avenue, New York, New York 10016
President of Jerome Levy Economics Institute; a member of the U.S.
Competitiveness Policy Council; a director of GranCare, Inc. (healthcare
provider); formerly New York State Comptroller and a trustee of the New
York State and Local Retirement Fund. 

Russell S. Reynolds, Jr., Director; Age: 63
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 Hospital and Greenwich Historical Society. 


Sidney M. Robbins, Director; Age: 83
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*; Age: 69
Chairman Emeritus and a director of the Manager; formerly Chairman of the
Manager and the Distributor. 

Pauline Trigere, Director; Age: 82
498 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; Age: 64
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), Farmers
Insurance Company (insurance), FMC Corp. (chemicals and machinery),
Lindsay Manufacturing Co. (irrigation equipment), Texas Instruments, Inc.
(electronics) and The Vigoro Corporation (fertilizer manufacturer);
formerly (in descending chronological order) 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. 


Carol W. Wolf, Vice President and Portfolio Manager; Age: 43
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; Age: 44
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, prior to which he was a 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), and a director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.  


George C. Bowen, Treasurer; Age: 58
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. 



Robert G. Zack, Assistant Secretary; Age: 46
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.


Robert J. Bishop, Assistant Treasurer; Age: 36
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; Age: 29
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. 

- ---------------
*A Director who is an "interested person" of the Fund as defined in the
Investment Company Act of 1940.

  -    Remuneration of Trustees.  The officers of the Fund are
affiliated with the Manager.  They and the Trustees of the Fund who are
affiliated with the Manager (Messrs. Galli and Spiro, who is also an
officer) receive no salary or fee from the Fund.  The Trustees of the Fund
(including Mr. Edmund Delaney, a former Trustee who retired in 1994, but
excluding Messrs. Galli and Spiro) received the total amounts shown below
from the Fund, during its fiscal year ended December 31, 1994, and from
all of the New York-based OppenheimerFunds (including the Fund) listed in
the first paragraph of this section (and from Oppenheimer Global
Environment Fund, a former New York-based OppenheimerFund), for services
in the positions shown in the chart below. 


  The Fund has adopted a retirement plan that provides for payment to
a retired Trustee of up to 80% of the average compensation paid during
that Trustee's five years of service in which the highest compensation was
received.  A Trustee 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.  Because each Trustee's retirement benefits will depend
on the amount of the Trustee's future compensation and length of service,
the amount of those benefits cannot be determined at this time, nor can
the Fund estimate the number of years of credited service that will be
used to determine those benefits.  No payments have been made by the Fund
under the plan as of December 31, 1994.  

<TABLE>
<CAPTION>

                    Aggregate   Retirement BenefitsTotal Compensation
                    CompensationAccrued as Part    From All
Name and            from        of Fund            New York-based
Position            Fund        Expenses           OppenheimerFunds1
<S>                 <C>         <C>                <C>
Leon Levy           $10,351     $1,678             $141,000.00
  Chairman and 
  Trustee     

Leo Cherne          $ 5,054     $  819             $ 68,800.00
  Audit Committee
  Member and 
  Trustee
    
Edmund T. Delaney   $ 6,328   $1,026               $ 86,200.00
  Former Study Committee
  Member and Trustee2

Benjamin Lipstein   $ 6,328   $1,026               $ 86,200.00
  Study Committee
  Member and Trustee

Elizabeth B. Moynihan$ 4,449  $  722               $ 60,625.00
  Study Committee
  Member3 and Trustee

Kenneth A. Randall  $ 5,757   $  933               $ 78,400.00
  Audit Committee
  Member and Trustee

Edward V. Regan     $ 4,129   $  670               $ 56,275.00
  Audit Committee
  Member and Trustee

Russell S. Reynolds, Jr.$ 3,827$  621              $ 52,100.00
  Trustee

Sidney M. Robbins   $ 8,968   $1,454               $122,100.00
  Study Committee
  Chairman, Audit  
  Committee Vice-Chairman 
  and Trustee

Pauline Trigere     $ 3,827   $621                 $ 52,100.00
  Trustee

Clayton K. Yeutter  $ 3,827   $621                 $ 52,100.00
  Trustee
</TABLE>

______________________
1 For the 1994 calendar year.
2 Board and committee positions held during a portion of the period
shown.
3 Committee position held during a portion of the period shown.

  
  - Major Shareholders.  As of April 3, 1995, 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 Manager and the Fund have a Code of Ethics.  It is designed to
detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Fund's portfolio transactions.  Compliance with the Code of Ethics
is carefully monitored and strictly enforced by the Manager.

  - 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 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, 1992, 1993 and
1994 the Fund paid management fees of $3,569,366, $2,901,415 and
$3,540,849, 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.  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,
1994, was 5.37% and its "compounded effective yield" was 5.51%. 

  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 Monitor*) 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.

  From time to time, the Fund may include in its advertisements and
sales literature performance information about the Fund cited in other
newspapers and periodicals, such as The New York Times, which may include
performance quotations from other sources. 


  From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or the Transfer Agent) or the investor services provided
by them to shareholders of the OppenheimerFunds, other than performance
rankings of the OppenheimerFunds themselves.  Those ratings or rankings
of investor/shareholder services by third parties may compare the
OppenheimerFunds' services to those of other mutual fund families selected
by the rating or ranking services and may be based on the opinions of the
rating or ranking service itself, based on its research or judgment, or
based on surveys of investors, brokers, shareholders or others. 

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 as of the close of The New York Stock Exchange
on each day that the Exchange is open, by dividing the value of the Fund's
net assets by the total number of shares outstanding.  The Exchange
normally closes at 4:00 P.M., New York time, but may close earlier on some
days (for example, in case of weather emergencies or on days falling
before a holiday).  The Exchange'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.  It 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 relate
to portfolio management and require the Fund to: (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 the amortized cost method 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 only market values, and
existing shareholders 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 shares.  Dividends will begin to accrue on shares
purchased by the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange.  The Exchange normally closes at
4:00 P.M., but may close earlier on certain days.  If the Federal Funds
are received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day.  The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated.  The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions. 


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 Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.  


  There is a front-end sales charge on the purchase of certain
OppenheimerFunds.  An application should be obtained from the Distributor,
completed and returned, and a prospectus of the selected fund(s) should
be obtained from the Distributor or your financial advisor 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 or on the back cover of this Statement
of Additional Information.  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 per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and if the order was
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
redemption 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 to be made
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 a 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 "How to Exchange
Shares" in the Prospectus and 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 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 withdrawal 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 and the Fund 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  

  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.  Shares of
OppenheimerFunds that have a single class without a class designation are
deemed "Class A" shares for this purpose, and all OppenheimerFunds offer
"Class A" shares (except for Oppenheimer Strategic Diversified Income
Fund). 

  - 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 New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund 

Oppenheimer Growth 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 High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust

Oppenheimer Limited-Term Government Fund 
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund

Oppenheimer Global Emerging Growth 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 

and the following "Money Market Funds": 

Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund



Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust

<PAGE>
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.

  Class A shares of OppenheimerFunds may be exchanged at net asset
value 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).  

  Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds (other than
Oppenheimer Cash Reserves) 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 of
other OppenheimerFunds 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 would include 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, a shareholder must either have
an existing account in, or obtain and 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 income 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
investment transaction.

Dividends 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 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 of Directors 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. 

  Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of the Fund as
promptly as possible after the return of such checks to the Transfer
Agent, in order to enable the investor to earn a return on otherwise idle
funds. 


Dividend Reinvestment in Another Fund.  Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed above under
"How to Exchange Shares," at net asset value without sales charge.  To
elect this option, a shareholder must notify the Transfer Agent in writing
and must either have an existing account in the fund selected for
reinvestment or must obtain a prospectus for that fund and an 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 shares of other OppenheimerFunds 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 and handling the delivery of such securities
to and from the Fund.  The Manager has represented to the Fund that the
Manager's banking relationships with 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 and its affiliates.  The Fund's cash
balances with the Custodian in excess of $100,000 are not protected by
Federal deposit insurance.  Those uninsured balances at times may be
substantial. 

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>
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
regard ing 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>

Appendix B:  Industry Classifications


Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Transmission
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking

<TABLE>
                                        -------------------------------------------------------------------------------------------
                                        Independent Auditors' Report
                                        -------------------------------------------------------------------------------------------


==========================================================
==========================================================
===============
<S>                           <C>
                                 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, 1994, 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. Our procedures included confirmation of
                                        securities owned as of December 31, 1994, 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, 1994, 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.

                                        KPMG Peat Marwick LLP

                                        Denver, Colorado
                                        January 23, 1995

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       -----------------------------------------------------------------------------------------
                                       Statement of Investments   December 31, 1994
                                       -----------------------------------------------------------------------------------------
                                                                                                  Face              Market Value
                                                                                                  Amount            See Note 1
==========================================================
==========================================================
============
<S>                                    <C>                                                        <C>               <C>      
Bankers' Acceptances--2.1%
- --------------------------------------------------------------------------------------------------------------------------------
                                       Chase Manhattan Bank, N.A., 5.80%, 2/6/95                  $10,000,000       $  9,942,000
                                       -----------------------------------------------------------------------------------------
                                       CoreStates Bank, N.A., 5.15%, 1/18/95                       10,000,000          9,975,681
                                                                                                                    ------------
                                       Total Bankers' Acceptances (Cost $19,917,681)                                  19,917,681

==========================================================
==========================================================
============
Certificates of Deposit--1.3%
- --------------------------------------------------------------------------------------------------------------------------------
Domestic Certificates                  Huntington National Bank, 5.82%, 1/4/95(1)                   7,000,000          6,998,612
of Deposit--0.8%
- --------------------------------------------------------------------------------------------------------------------------------
Yankee Certificates                    Mitsubishi Bank, Ltd., 5.87%, 2/17/95                        5,000,000          4,999,871
of Deposit--0.5%                                                                                                    ------------
                                       Total Certificates of Deposit (Cost $11,998,483)                               11,998,483

==========================================================
==========================================================
============
Direct Bank Obligations--1.1%
- --------------------------------------------------------------------------------------------------------------------------------
                                       FCC National Bank, 5.82%, 1/4/95(1)                          5,000,000          4,996,188
                                       -----------------------------------------------------------------------------------------
                                       First National Bank of Boston, 5.645%, 2/16/95               5,000,000          4,997,528
                                                                                                                    ------------
                                       Total Direct Bank Obligations (Cost $9,993,716)                                 9,993,716

==========================================================
==========================================================
============
Letters of Credit--8.4%
- --------------------------------------------------------------------------------------------------------------------------------
                                       Credit Suisse, guaranteeing commercial paper of:
                                       Queensland Alumina Ltd., 5.50%, 1/11/95                     11,657,000         11,639,191
                                       Queensland Alumina Ltd., 5.80%, 2/1/95                       7,436,000          7,398,861
                                       Queensland Alumina Ltd., 5.80%, 2/17/95                      6,092,000          6,045,870
                                       Queensland Alumina Ltd., 5.82%, 2/3/95                       8,235,000          8,191,066
                                       Queensland Alumina Ltd., 6%, 2/6/95                          7,711,000          7,664,734
                                       -----------------------------------------------------------------------------------------
                                       Mitsubishi Bank Ltd., guaranteeing commercial paper of:
                                       Mitsubishi Motors Credit of America, 5.45%, 1/13/95          8,766,000          8,749,761
                                       Mitsubishi Motors Credit of America, 5.50%, 1/9/95           6,148,000          6,140,486
                                       Mitsubishi Motors Credit of America, 5.71%, 1/11/95          5,000,000          4,992,069
                                       Mitsubishi Motors Credit of America, 6.10%, 1/17/95          7,170,000          7,150,561
                                       -----------------------------------------------------------------------------------------
                                       Sanwa Bank Ltd., guaranteeing commercial paper of:
                                       Orix America, Inc., 5.62%, 2/1/95(2)                        10,000,000          9,951,607
                                                                                                                    ------------
                                       Total Letters of Credit (Cost $77,924,206)                                     77,924,206

==========================================================
==========================================================
============
Short-Term Notes--79.3%
- --------------------------------------------------------------------------------------------------------------------------------
Asset-Backed--6.7%                     Beta Finance, Inc., 6.15%, 2/13/95(2)                        2,000,000          1,985,308
                                       -----------------------------------------------------------------------------------------
                                       Cooperative Association of Tractor Dealers, Inc.,
                                       6.10%, 1/13/95                                               5,000,000          4,989,833
                                       -----------------------------------------------------------------------------------------
                                       CXC, Inc.:
                                       5.75%, 2/10/95                                               6,000,000          5,961,667
                                       5.98%, 2/1/95(2)                                             5,946,000          5,915,279
                                       -----------------------------------------------------------------------------------------
                                       Preferred Receivables Funding Corp.:
                                       5.52%, 1/25/95                                               9,550,000          9,514,856
                                       5.65%, 1/10/95                                               3,250,000          3,245,409
                                       5.70%, 1/9/95                                               10,000,000          9,987,333
                                       -----------------------------------------------------------------------------------------
                                       Riverwoods Funding Corp., 6.15%, 2/13/95                     5,000,000          4,963,271
                                       -----------------------------------------------------------------------------------------
                                       WCP Funding, 6.10%, 2/13/95                                 16,000,000         15,883,423
                                                                                                                    ------------
                                                                                                                      62,446,379

</TABLE>


                                       5  Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
<CAPTION>
                                       -----------------------------------------------------------------------------------------
                                       Statement of Investments (Continued)
                                       -----------------------------------------------------------------------------------------
                                                                                                  Face              Market Value
                                                                                                  Amount            See Note 1
==========================================================
==========================================================
============
<S>                                    <C>                                                         <C>              <C>      
Banks--3.3%                            Bankers Trust New York Corp., 5.64%, 1/3/95(1)(2)(3)       $ 5,000,000       $  4,999,490
                                       -----------------------------------------------------------------------------------------
                                       Chase Manhattan Corp.:
                                       5.36%, 1/13/95                                               6,000,000          5,989,280
                                       5.40%, 1/17/95                                               5,000,000          4,988,000
                                       -----------------------------------------------------------------------------------------
                                       CoreStates Capital Corp., 6.17%, 2/7/95                      5,000,000          4,968,293
                                       -----------------------------------------------------------------------------------------
                                       Fleet Financial Group, Inc., 6.10%, 1/17/95                 10,000,000          9,972,889
                                                                                                                    ------------
                                                                                                                      30,917,952

- --------------------------------------------------------------------------------------------------------------------------------
Beverages: Alcoholic--1.2%             Bass Finance (C.I.), Ltd., guaranteed by 
                                       Bass Capital PLC, 5.82%, 2/21/95                            11,520,000         11,425,018
- --------------------------------------------------------------------------------------------------------------------------------
Beverages: Soft Drinks--2.7%           Coca-Cola Enterprises, Inc., 5.80%, 2/6/95(2)               25,000,000         24,855,000
- --------------------------------------------------------------------------------------------------------------------------------
Broker/Dealers--13.7%                  Bear Stearns Cos., Inc.:
                                       5.79%, 1/3/95(1)                                             5,000,000          5,000,000
                                       5.97%, 1/4/95(1)                                             5,000,000          5,000,000
                                       6.241%, 1/6/95(1)                                           17,000,000         17,000,000
                                       6.244%, 1/9/95(1)                                            5,000,000          5,000,000
                                       -----------------------------------------------------------------------------------------
                                       BT Securities Corp., 5.92%, 1/4/95(1)                        5,000,000          5,000,000
                                       -----------------------------------------------------------------------------------------
                                       CS First Boston Group, Inc., 5.10%, 3/8/95(2)                5,000,000          4,953,250
                                       -----------------------------------------------------------------------------------------
                                       Goldman Sachs Group L.P.:
                                       5.30%, 1/12/95                                               5,000,000          4,991,903
                                       6.145%, 1/13/95(1)(2)(3)                                     5,000,000          5,000,000
                                       6.375%, 3/21/95(1)(2)(3)                                     5,000,000          5,000,000
                                       -----------------------------------------------------------------------------------------
                                       Lehman Brothers Holdings, Inc.:
                                       5.61%, 1/12/95                                               3,000,000          3,000,000
                                       6.22%, 1/3/95(1)                                            35,000,000         35,000,000
                                       -----------------------------------------------------------------------------------------
                                       Morgan Stanley Group, Inc., 5.49%, 1/3/95(1)                32,325,000         32,325,000
                                                                                                                    ------------
                                                                                                                     127,270,153

- --------------------------------------------------------------------------------------------------------------------------------
Building Materials Group--0.6%         Compagnie de Saint-Gobain SA, 5.08%, 3/1/95                  5,000,000          4,958,372
- --------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--3.2%               CIT Group Holdings, Inc.:
                                       5.20%, 1/19/95                                               5,000,000          4,987,000
                                       6.15%, 2/6/95                                               15,000,000         14,907,750
                                       6.309%, 1/11/95(1)(4)                                       10,000,000         10,000,000
                                                                                                                    ------------
                                                                                                                      29,894,750

- --------------------------------------------------------------------------------------------------------------------------------
Conglomerates--2.2%                    ITT Corp., 5.87%, 2/15/95                                   10,000,000          9,926,625
                                       -----------------------------------------------------------------------------------------
                                       Mitsubishi International Corp.:
                                       5.60%, 2/1/95                                                5,000,000          4,975,889
                                       5.82%, 2/15/95                                               3,000,000          2,978,175
                                       -----------------------------------------------------------------------------------------
                                       Pacific Dunlop Holdings, Inc., guaranteed by 
                                       Pacific Dunlop Ltd., 6.05%, 2/28/95(2)                       2,610,000          2,584,560
                                                                                                                    ------------
                                                                                                                      20,465,249

- --------------------------------------------------------------------------------------------------------------------------------
Consumer Finance                       Sears Roebuck Acceptance Corp.:
(Personal Loans)--4.8%                 5.10%, 1/23/95                                              15,000,000         14,953,250
                                       5.83%, 1/31/95                                              10,000,000          9,951,417
                                       5.83%, 2/8/95                                               10,000,000          9,938,461
                                       5.90%, 2/6/95                                               10,000,000          9,941,000
                                                                                                                    ------------
                                                                                                                      44,784,128

</TABLE>


                                       6  Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
<CAPTION>
                                       -----------------------------------------------------------------------------------------

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


                                                                                                  Face              Market Value
                                                                                                  Amount            See Note 1
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                                        <C>               <C>      
Diversified Finance--7.5%              Ford Motor Credit Co., 6.13%, 2/6/95                       $12,500,000       $ 12,427,500
                                       -----------------------------------------------------------------------------------------
                                       General Electric Capital Corp.:
                                       5.18%, 1/19/95                                               3,300,000          3,291,453
                                       5.82%, 2/21/95                                              15,000,000         14,876,325
                                       -----------------------------------------------------------------------------------------
                                       General Motors Acceptance Corp.:
                                       5.125%, 1/25/95                                              5,333,000          5,314,779
                                       5.92%, 1/30/95                                              15,000,000         14,926,896
                                       6.20%, 2/9/95                                                8,000,000          7,946,267
                                       -----------------------------------------------------------------------------------------
                                       ITT Financial Corp., 5.83%, 2/15/95                         11,000,000         10,919,837
                                                                                                                    ------------
                                                                                                                      69,703,057

- --------------------------------------------------------------------------------------------------------------------------------
Electric Companies--3.7%               Central & Southwest Corp., 5.98%, 2/8/95                    25,000,000         24,842,194
                                       -----------------------------------------------------------------------------------------
                                       Vattenfall Treasury, Inc., guaranteed by 
                                       Vattenfall AB, 5.80%, 1/30/95                               10,000,000          9,953,278
                                                                                                                    ------------
                                                                                                                      34,795,472

- --------------------------------------------------------------------------------------------------------------------------------
Factoring--1.9%                        CSW Credit, Inc.:
                                       5.70%, 1/9/95                                               11,000,000         10,986,067
                                       6.17%, 3/2/95                                                6,715,000          6,645,947
                                                                                                                    ------------
                                                                                                                      17,632,014

- --------------------------------------------------------------------------------------------------------------------------------
Financial Services:                    Countrywide Funding Corp.:
Miscellaneous--4.3%                    6.20%, 1/3/95                                               25,000,000         24,991,389
                                       6.30%, 1/4/95                                               14,750,000         14,742,256
                                                                                                                    ------------
                                                                                                                      39,733,645

- --------------------------------------------------------------------------------------------------------------------------------
Healthcare: Miscellaneous--1.1%        Sherwood Medical Co., guaranteed by 
                                       American Home Products, 5.95%, 2/21/95(2)                   10,000,000          9,915,708
- --------------------------------------------------------------------------------------------------------------------------------
Insurance--6.7%                        Internationale Nederlanden Verzekeringen, NV, 
                                       guaranteeing commercial paper of:
                                       Internationale Nederlanden U.S. 
                                       Insurance Holdings, Inc., 5.55%, 1/19/95                     5,300,000          5,285,293
                                       Internationale Nederlanden U.S. 
                                       Insurance Holdings, Inc., 6%, 1/30/95                       12,400,000         12,340,066
                                       Internationale Nederlanden U.S. 
                                       Insurance Holdings, Inc., 6.10%, 2/7/95                      7,500,000          7,452,979
                                       -----------------------------------------------------------------------------------------
                                       Sun Life Insurance Co., 6.275%, 1/4/95(1)(4)                30,000,000         30,000,000
                                       -----------------------------------------------------------------------------------------
                                       TransAmerica Life Insurance and Annuity Co., 
                                       5.79%, 1/3/95(1)(2)(4)                                       7,000,000          7,000,000
                                                                                                                    ------------
                                                                                                                      62,078,338

- --------------------------------------------------------------------------------------------------------------------------------
Lease Financing--9.4%                  International Lease Finance Corp.:
                                       5.75%, 2/8/95                                                5,000,000          4,969,653
                                       5.80%, 2/14/95                                              10,000,000          9,929,111
                                       5.82%, 2/21/95                                               5,000,000          4,958,775
                                       5.85%, 2/24/95                                              16,000,000         15,859,600
                                       5.98%, 2/2/95                                                5,000,000          4,973,422
                                       6%, 2/3/95                                                   5,000,000          4,972,500
                                       -----------------------------------------------------------------------------------------
                                       Sanwa Business Credit Corp.:
                                       5.90%, 1/30/95                                              21,850,000         21,742,632
                                       6.14%, 2/10/95                                              10,000,000          9,931,778
                                       6.18%, 2/8/95                                               10,000,000          9,934,766
                                                                                                                    ------------
                                                                                                                      87,272,237

</TABLE>


                                       7  Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
<CAPTION>
                                       -----------------------------------------------------------------------------------------
                                       Statement of Investments (Continued)
                                       -----------------------------------------------------------------------------------------


                                                                                                   Face             Market Value
                                                                                                   Amount           See Note 1
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                                                         <C>              <C>      
Lubricants and Fuels--0.4%             Burmah Castrol Finance PLC, guaranteed by Burmah
                                       Castrol PLC, 6.25%, 2/21/95(2)                              $4,000,000       $  3,964,583
- --------------------------------------------------------------------------------------------------------------------------------
Oil: Integrated International--1.0%      Texaco, Inc., 6%, 2/3/95                                   9,000,000          8,950,500
- --------------------------------------------------------------------------------------------------------------------------------
Retail Stores: Department,             St. Michael Finance Ltd., guaranteed by 
General and Specialty--0.6%            Marks & Spencer PLC, 6.15%, 2/7/95                           5,000,000          4,968,396
- --------------------------------------------------------------------------------------------------------------------------------
Technology--1.9%                       Electronic Data Systems Corp.:
                                       5.95%, 2/15/95                                              11,000,000         10,919,312
                                       6.15%, 2/9/95                                                6,625,000          6,580,861
                                                                                                                    ------------
                                                                                                                      17,500,173

- --------------------------------------------------------------------------------------------------------------------------------
Telecommunications--1.9%               NYNEX Corp.:
                                       6.12%, 2/16/95                                               5,000,000          4,960,900
                                       6.20%, 2/17/95                                               7,000,000          6,943,339
                                       6.25%, 1/31/95                                               6,000,000          5,968,750
                                                                                                                    ------------
                                                                                                                      17,872,989

- --------------------------------------------------------------------------------------------------------------------------------
Tobacco--0.5%                          American Brands, Inc., 5.52%, 1/18/95                        5,000,000          4,986,967
                                                                                                                    ------------
                                       Total Short-Term Notes (Cost $736,391,080)                                    736,391,080

==========================================================
==========================================================
============
U.S. Government Obligations--7.4%
- --------------------------------------------------------------------------------------------------------------------------------
                                       Export-Import Bank, 6.90%, 1/10/95(1)(2)                     1,715,868          1,728,608
                                       -----------------------------------------------------------------------------------------
                                       Small Business Administration,
                                       6.50%--10.125%, 1/1/95(4)                                   64,196,305         67,438,393
                                                                                                                    ------------
                                       Total U.S. Government Obligations (Cost $69,167,001)                           69,167,001

- --------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value
(Cost $925,392,167)                                                                                      99.6%       925,392,167
- --------------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities                                                                           0.4          3,560,426
                                                                                                   ----------       ------------
Net Assets                                                                                              100.0%      $928,952,593
                                                                                                   ==========      
============

                                       1. Variable rate security. The interest rate, which is based on specific, or an index of,
                                       current market interest rates, is subject to change periodically and is the effective rate
                                       on December 31, 1994.
                                       2. Security purchased in private placement transaction, without registration under the
                                       Securities Act of 1933 (the Act). The securities are carried at amortized cost and amount to
                                       $87,853,392, or 9% of the Fund's net assets.
                                       3. 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 amounted to $14,999,490, or 2% of the Fund's net assets, at
                                       December 31, 1994. The Fund may not invest more than 10% of its net assets (determined at
                                       the time of purchase) in illiquid securities.
                                       4. Floating or variable rate obligation maturing in more than one year. The interest rate,
                                       which is based on specific, or an index of, current market interest rates, is subject to
                                       change periodically and is the effective rate on December 31, 1994. This instrument may also
                                       have a demand feature which allows the recovery of principal at any time, or at specified
                                       intervals not exceeding one year, on up to 30 days notice. Maturity date shown represents
                                       effective maturity based on variable rate and, if applicable, demand feature.
                                       See accompanying Notes to Financial Statements.

</TABLE>


                                       8 Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
                                      ---------------------------------------------------------------------------------------------
                                      Statement of Assets and Liabilities   December 31, 1994
                                      ---------------------------------------------------------------------------------------------


==========================================================
==========================================================
===============
<S>                                   <C>                                                                              <C>
Assets                                Investments, at value (cost $925,392,167)--see accompanying statement            $925,392,167
                                      ---------------------------------------------------------------------------------------------
                                      Cash                                                                                4,847,046
                                      ---------------------------------------------------------------------------------------------
                                      Receivables:
                                      Shares of capital stock sold                                                       19,590,639
                                      Interest and principal paydowns                                                     3,010,965
                                      ---------------------------------------------------------------------------------------------
                                      Other                                                                                 171,938
                                                                                                                       ------------
                                      Total assets                                                                      953,012,755

==========================================================
==========================================================
===============
Liabilities                           Payables and other liabilities:
                                      Shares of capital stock redeemed                                                   23,550,218
                                      Other                                                                                 509,944
                                                                                                                       ------------
                                      Total liabilities                                                                  24,060,162

==========================================================
==========================================================
===============
Net Assets                                                                                                             $928,952,593
                                                                                                                       ============

==========================================================
==========================================================
===============
Composition of Net Assets             Par value of shares of capital stock                                               92,900,362
                                      ---------------------------------------------------------------------------------------------
                                      Additional paid-in capital                                                        836,103,260
                                      ---------------------------------------------------------------------------------------------
                                      Accumulated net realized gain (loss) from investment transactions                     (51,029)
                                                                                                                       ------------
                                      Net assets--applicable to 929,003,622 shares of capital stock outstanding        $928,952,593
                                                                                                                       ============

==========================================================
==========================================================
===============
Net Asset Value, Redemption Price and Offering Price Per Share                                                                $1.00

                                      See accompanying Notes to Financial Statements.

</TABLE>


                                      9  Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
                                      ---------------------------------------------------------------------------------------------
                                      Statement of Operations   For the Year Ended December 31, 1994
                                      ---------------------------------------------------------------------------------------------


==========================================================
==========================================================
===============
<S>                                   <C>                                                                              <C>         
Investment Income                     Interest                                                                         $ 37,019,199

==========================================================
==========================================================
===============
Expenses                              Management fees--Note 3                                                             3,540,849
                                      ---------------------------------------------------------------------------------------------
                                      Transfer and shareholder servicing agent fees--Note 3                               1,988,269
                                      ---------------------------------------------------------------------------------------------
                                      Shareholder reports                                                                   517,912
                                      ---------------------------------------------------------------------------------------------
                                      Custodian fees and expenses                                                            99,263
                                      ---------------------------------------------------------------------------------------------
                                      Directors' fees and expenses                                                           73,036
                                      ---------------------------------------------------------------------------------------------
                                      Legal and auditing fees                                                                39,016
                                      ---------------------------------------------------------------------------------------------
                                      Registration and filing fees                                                           75,709
                                      ---------------------------------------------------------------------------------------------
                                      Other                                                                                 241,545
                                                                                                                       ------------
                                      Total expenses                                                                      6,575,599

==========================================================
==========================================================
===============
Net Investment Income (Loss)                                                                                             30,443,600

==========================================================
==========================================================
===============
Net Realized Gain (Loss) on Investments                                                                                    (51,539)

==========================================================
==========================================================
===============
Net Increase (Decrease) in Net Assets Resulting From Operations                                                        $ 30,392,061
                                                                                                                       ============

</TABLE>


<TABLE>
<CAPTION>
                                      ---------------------------------------------------------------------------------------------
                                       Statements of Changes in Net Assets
                                      ---------------------------------------------------------------------------------------------


                                                                                                       Year Ended December 31,
                                                                                                       1994            1993
==========================================================
==========================================================
===============
<S>                                   <C>                                                              <C>             <C>         
Operations                            Net investment income (loss)                                     $ 30,443,600    $ 17,321,066
                                      ---------------------------------------------------------------------------------------------
                                      Net realized gain (loss) on investments                               (51,539)        211,020
                                                                                                       ------------    ------------
                                      Net increase (decrease) in net assets resulting from operations    30,392,061      17,532,086

==========================================================
==========================================================
===============
Dividends and Distributions
To Shareholders                                                                                         (30,443,600)    (17,675,610)

==========================================================
==========================================================
===============
Capital Stock                         Net increase (decrease) in net assets resulting from
Transactions                          capital stock transactions--Note 2                                317,726,707     (80,347,909)

==========================================================
==========================================================
===============
Net Assets                            Total increase (decrease)                                         317,675,168     (80,491,433)
                                      ---------------------------------------------------------------------------------------------
                                      Beginning of period                                               611,277,425     691,768,858
                                                                                                       ------------    ------------
                                      End of period                                                    $928,952,593    $611,277,425
                                                                                                       ============   
============

                                      See accompanying Notes to Financial Statements.

</TABLE>


                                      10 Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
<CAPTION>
                                       ---------------------------------------------------------------------------------------
                                       Financial Highlights
                                       ---------------------------------------------------------------------------------------
                                       
                                       
                                       Year Ended December 31,
                                       1994     1993     1992     1991     1990     1989     1988     1987     1986     1985
==========================================================
==========================================================
==========
<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              .04      .03      .03      .06      .08      .08      .07      .06      .06      .07
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders                          (.04)    (.03)    (.03)    (.06)    (.08)    (.08)    (.07)    (.06)    (.06)    (.07)
- ------------------------------------------------------------------------------------------------------------------------------
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)                            $929     $611     $692     $899   $1,082     $940     $794     $718     $744     $738
- ------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)         $804     $653     $811   $1,003   $1,033     $873     $713     $620     $752   $1,026
- ------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in millions)              929      611      692      899    1,082      940      794      718      744      738
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income                    3.79%    2.65%    3.42%    5.66%    7.66%    8.55%    6.98%    6.04%    6.12%   
7.56%
Expenses                                  .82%     .87%     .88%     .77%     .74%     .78%     .80%     .86%     .77%     .77%

                                       See accompanying Notes to Financial Statements.

</TABLE>



                                       11 Oppenheimer Money Market Fund, Inc.


<PAGE>


<TABLE>
                                        -------------------------------------------------------------------------------------------
                                        Notes to Financial Statements
                                        -------------------------------------------------------------------------------------------


==========================================================
==========================================================
===============
<S>                                     <C>                                                                                       
1. Significant                          Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the Investment Company
   Accounting Policies                  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. The market
                                        value of the underlying securities is required to be at least 102% of the resale price at
                                        the time of purchase. If the seller of the agreement defaults and the value of the
                                        collateral declines, or if the seller enters an insolvency proceeding, realization of the
                                        value of the collateral by the Fund may be delayed or limited.

                                        -------------------------------------------------------------------------------------------
                                        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.
                                        At December 31, 1994, the Fund had available for federal income tax purposes an unused
                                        capital loss carryover of approximately $41,000.

                                        -------------------------------------------------------------------------------------------
                                        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, 1994, a provision
                                        of $10,191 was made for the Fund's projected benefit obligations, resulting in an
                                        accumulated liability of $127,932 at December 31, 1994. No payments have been made under
                                        the plan.

                                        -------------------------------------------------------------------------------------------
                                        Distributions to Shareholders. The Fund intends to declare dividends from net investment
                                        income each day the New York Stock Exchange is open for business 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:

<CAPTION>
                                                           Year Ended December 31, 1994          Year Ended December 31, 1993
                                                           --------------------------------      ----------------------------------
                                                           Shares           Amount               Shares           Amount
                                        -------------------------------------------------------------------------------------------
                                        <S>                <C>              <C>                  <C>                <C>            
                                        Sold               1,884,595,724    $ 1,884,595,724      1,042,487,698      $ 1,042,487,698
                                        Dividends and
                                        distributions 
                                        reinvested            28,594,376         28,594,376         16,858,588           16,858,588
                                        Redeemed          (1,595,463,393)    (1,595,463,393)    (1,139,694,195)      (1,139,694,195)
                                                           -------------    ---------------      -------------      ---------------
                                        Net increase 
                                        (decrease)           317,726,707    $   317,726,707        (80,347,909)     $   (80,347,909)
                                                           =============    ===============     
=============      ===============



                       
                                        
==========================================================
==========================================================
===============
3. Management Fees                      Management fees paid to the Manager were in accordance with the investment advisory
   And Other Transactions               agreement with the Fund which provides for an annual fee of .45% on the first $500
million
   With Affiliates                      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.

</TABLE>

<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 LLP
707 Seventeenth Street
Denver, Colorado  80202

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



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