U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Growth Fund
Two World Trade Center
New York, NY 10048-0203
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer Growth Fund - Class C
3. Investment Company Act File Number: 811-2306
Securities Act File Number: 2-45272
4. Last day of fiscal year for which this notice is filed:
8/31/96
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
45,312 $1,497,092
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
45,312 $1,497,092
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7): -0-
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $1,497,092
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$ -0-
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$92,933
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): $1,404,159
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $426
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /x/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
October 22, 1996, Fed Wire #2242
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
Oppenheimer Growth Fund
/s/ Robert J. Bishop
By:_____________________________________
Robert J. Bishop, Assistant Treasurer
Date: 10/28/96
cc: Ronald Feiman, Esq.
Katherine Feld
Gloria LaFond
sec\270c.24f<PAGE>
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street New York, N.Y. 10036
Telephone: (212) 626-0800 Telecopier (212) 626-0799
October 25, 1996
Oppenheimer Growth Fund
Two World Trade Center
New York, New York 10048
Ladies and Gentlemen:
In connection with the public offering of Class C shares
of beneficial interest, no par value (the "Shares") of Oppenheimer
Growth 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 the
Fund, 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,
/s/GORDON ALTMAN BUTOWSKY
WEITZEN SHALOV & WEIN
