OPPENHEIMER MONEY MARKET FUND INC
N14AE24/A, 1996-03-15
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As filed with the Securities and Exchange Commission on March 15, 1996
    
                                             Registration No. 333-00991
                                                             


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM N-14


                                                                   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        / X /
                                                                   
   
                                                                   
        PRE-EFFECTIVE AMENDMENT NO. 1                          / X /
                                                                   
    
                                                                   
        POST-EFFECTIVE AMENDMENT NO.                         /   /
                                                                   



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


           3410 South Galena Street, Denver, Colorado 80231-5099
                 (Address of Principal Executive Offices)


                               212-323-0200
                      (Registrant's Telephone Number)


                          Andrew J. Donohue, Esq.
                Executive Vice President & General Counsel
                          OppenheimerFunds, Inc. 
           Two World Trade Center, New York, New York 10048-0203
                              (212) 323-0256
                  (Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)
   
It is proposed that this filing will become effective on March 18, 1996,
pursuant to Rule 488.     




   
No filing fee is due because the Registrant has previously registered an
indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the
year ended December 31, 1996 was filed on February 28, 1996. 
    
Pursuant to Rule 429, this Registration Statement relates to shares
previously registered by the Registrant on Form N-1A (Reg. No. 2-49887;
811-3454).

<PAGE>
                    CONTENTS OF REGISTRATION STATEMENT



This Registration Statement contains the following pages and documents:

               Front Cover
               Contents Page
               The Cross-Reference Sheet previously filed with
               Registrant's N-14, 2/16/96, is incorporated herein by
               reference.


               Part A
   
               The Proxy Statement for Connecticut Mutual Liquid Account
               (Part A) previously filed with Registrant's N-14,    2/16/96,
               is incorporated herein by reference.
               Prospectus for Oppenheimer Money Market Fund, Inc.
    
               Part B

               The Statement of Additional Information (Part B) previously
               filed with Registrant's N-14, 2/16/96, is    incorporated
               herein by reference.


               Part C

               The Other Information (Part C) previously filed with
               Registrant's N-14, 2/16/96, is incorporated herein by
               reference. 
               Signatures
<PAGE>

                    OPPENHEIMER MONEY MARKET FUND, INC.
                  Supplement Dated January 5, 1996 to the
                       Prospectus dated May 1, 1995

The following changes are made to the Prospectus:

1.  The name "Oppenheimer Management Corporation" is changed to
"OppenheimerFunds, Inc." in "Expenses - Annual Fund Operating Expenses,"
"A Brief Overview of the Fund - Who Manages The Fund," "How the Fund is
Managed-The Manager and Its Affiliates" and the back cover page of the
Prospectus.  The name "Oppenheimer Funds Distributor, Inc." is changed to
"OppenheimerFunds Distributor, Inc." in "How the Fund is Managed - The
Distributor," "How to Buy Shares - Buying Shares Through the Distributor"
and the back cover page of the Prospectus.  The name "Oppenheimer
Shareholder Services" is changed to "OppenheimerFunds Services" on the
front and back cover pages of the Prospectus, in "How the Fund is Managed
- - the Transfer Agent" and in "How to Sell Shares - Selling Shares by
Mail."

2.  In "How to Exchange Shares," new second and third sentences are added
to the first paragraph of the section on page 21 as follows: 

When Class A shares acquired by exchange of Class A shares of other
Oppenheimer funds 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, a contingent
deferred sales charge Class A contingent deferred sales charge may be
deducted from the proceeds.  That sales charge will be equal to 1.0% of
either (1) of the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less. 
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge. 


January 5, 1996
<PAGE>
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>
                                SIGNATURES
   
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 15th day of March, 1996.     

                     OPPENHEIMER MONEY MARKET FUND, INC.
                          By: /s/ Bridget A. Macaskill*
                          ----------------------------------------
                          Bridget A. Macaskill, President

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

Signatures                      Title                Date
   
/s/ Leon Levy*                  Chairman of the      March 15, 1996
- -----------------------------   Board of Directors   
Leon Levy

/s/ George Bowen*               Chief Financial      March 15, 1996
- -----------------------------   and Accounting
George Bowen                    Officer              

/s/ Robert G. Galli*            Director             March 15, 1996
- -----------------------------
Robert G. Galli

/s/ Benjamin Lipstein*          Director             March 15, 1996
- -----------------------------
Benjamin Lipstein

/s/ Bridget A. Macaskill*       President            March 15, 1996
- ------------------------        and Director
Bridget A. Macaskill            

/s/ Elizabeth B. Moynihan*      Director             March 15, 1996
- -----------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall*         Director             March 15, 1996
- -----------------------------
Kenneth A. Randall

/s/ Edward V. Regan*            Director             March 15, 1996
- -----------------------------
Edward V. Regan



/s/ Russell S. Reynolds, Jr.*   Director             March 15, 1996
- -----------------------------
Russell S. Reynolds, Jr.

/s/ Donald W. Spiro*            Director             March 15, 1996
- -----------------------------   
Donald W. Spiro                                      

/s/ Sidney M. Robbins*          Director             March 15, 1996
- -----------------------------
Sidney M. Robbins

/s/ Pauline Trigere*            Director             March 15, 1996
- -----------------------------
Pauline Trigere

/s/ Clayton K. Yeutter*         Director             March 15, 1996
- -----------------------------
Clayton K. Yeutter
    

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




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