<PAGE>
Registration No. 2-45272
File No. 811-2306
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 46 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. / /
OPPENHEIMER SPECIAL FUND
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(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
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(Address of Principal Executive Offices)
1-212-323-0200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/ X / Immediately upon filing pursuant to paragraph (b)
/ / On __________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / On _________, pursuant to paragraph (a) of
Rule 485
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The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1994 was filed on August 30, 1994.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of
Oppenheimer Special Fund, an open-end management investment company.
A. Title and amount of shares being registered (number of shares or other
units):
Additional 3,285,457 Class A shares of beneficial interest of
Oppenheimer Special Fund.
B. Proposed aggregate offering price to the public of the shares being
registered:
$100,305,002 based upon the offering price of $30.53 per share at
September 1, 1994(1).
C. Amount of filing fee pursuant to Rule 24e-2:
$100
_______________
(1)The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940. The total number of
Class A shares sold during the previous fiscal year of the Fund ended June
30, 1994 was 3,332,175. No redeemed or repurchased shares have been used
for reductions pursuant to paragraph (a) of Rule 24e-2 in any previous
filing of Post-Effective Amendments during the current fiscal year;
6,608,134 shares were used for reductions pursuant to paragraph (c) of
Rule 24f-2. The amount of redeemed or repurchased shares being used for
such reduction in this amendment is 3,275,959.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 9th day of September, 1994.
OPPENHEIMER SPECIAL FUND
By: /s/ Donald W. Spiro*
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Donald W. Spiro, 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
- -------------- Board of Trustees September 9, 1994
Leon Levy
/s/ Donald W. Spiro* Chief Executive
- -------------------- Officer and
Donald W. Spiro Trustee September 9, 1994
/s/ George Bowen* Chief Financial
- ----------------- and Accounting
George Bowen Officer September 9, 1994
/s/ Leo Cherne* Trustee September 9, 1994
- ---------------
Leo Cherne
/s/ Edmund T. Delaney* Trustee September 9, 1994
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Edmund T. Delaney
/s/ Robert G. Galli* Trustee September 9, 1994
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee September 9, 1994
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Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee September 9, 1994
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Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee September 9, 1994
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Kenneth A. Randall
/s/ Edward V. Regan* Trustee September 9, 1994
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee September 9, 1994
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Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Trustee September 9, 1994
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Sidney M. Robbins
/s/ Pauline Trigere* Trustee September 9, 1994
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Pauline Trigere
/s/ Clayton K. Yeutter* Trustee September 9, 1994
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Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
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September 9, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Special Fund
Reg. No. 2-45272, File No. 811-2306
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the Securities Act
of 1933, and in connection with an Amendment on Form N-1A which is Post-
Effective Amendment No. 46 to the 1933 Act Registration Statement of the
above Fund, the undersigned counsel, who prepared such Amendment, hereby
represents to the Commission for filing with such Amendment that said
Amendment does not contain disclosures which would render it ineligible
to become effective pursuant to paragraph (b) of said Rule 485.
Very truly yours,
/s/ Katherine P. Feld
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Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
