<PAGE>
Rule 24f-2 Notice for Oppenheimer Special Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 2-45272, File No. 811-2306)
NOTICE IS HEREBY GIVEN that Oppenheimer Special Fund having
previously filed by post-effective amendment of its registration statement
a declaration that an indefinite number of its securities were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended June 30,
1994.
(ii) 31,689,095 Class A shares which had been registered other than
pursuant to this Rule remained unsold at the beginning of the
above fiscal year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows: (1):
Shares
------
Class A 3,332,175
Class B 398,782
Class Y 356
(v) The number of shares sold during the above fiscal year in
reliance upon registration pursuant to this Rule was as follows:
Shares
------
Class A 3,332,175
Class B 398,782
Class Y 356
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 29th day of August, 1994.
Oppenheimer Special Fund
By _____________________________________
Robert G. Zack, Assistant Secretary
- - -------------------
[FN]
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
<TABLE>
<CAPTION>
Value of Value of Filing
Shares Sold Shares Redeemed Net Fee
----------- --------------- --- ------
<S> <C> <C> <C> <C>
Class A $94,357,442 $(183,012,918) $(88,655,476) $0*
Class B $11,048,394 $( 1,969,658) $ 9,078,736 $3,131**
Class Y $ 10,000 $ 0 $ 10,000 $ 3
------
Total Fee $3,134
======
* Class A shares redeemed in excess of shares sold to be re-registered
pursuant to Rule 24e-2 total 3,275,959.
** Calculated as 1/29 of 1% of net sales.
</TABLE>
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street
New York, NY 10036
Tel. No. 212-626-0800
August 29, 1994
Oppenheimer Special Fund
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of shares of beneficial
interest, no par value, of Oppenheimer Special Fund (the "Fund"), we have
examined such records and documents and have made such further
investigation and examination as we deemed necessary for the purpose of
this opinion.
It is our opinion that the shares the registration of which is
made definite by the accompanying Rule 24f-2 Notice of Issue were legally
issued, fully paid and non-assessable by the Fund to the extent set forth
in its Prospectus forming part of its Registration Statement under the
Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with said
Notice.
Very truly yours,
