Katherine P. Feld [logo] OppenheimerFunds
Vice President &
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center
New York, NY 10048-0203
212 323-0200
January 22, 1997
VIA EDGAR
SEC Filer Support
Mail Stop 0-7, Securities Operation Center
6432 General Green Way
Alexandria, VA 22312
Attn: Mr. Frank Donaty, Jr.
Re: Oppenheimer Growth Fund
Reg. No. 2-45272, File No. 811-2306
To the Securities and Exchange Commission:
An electronic filing is hereby made on behalf of Oppenheimer
Growth Fund (the "Fund"). The filing is made pursuant to paragraph (b) of Rule
485 under the Securities Act of 1933 and shall be effective when filed, as
designated on the facing page of Form N-1A. The filing includes Post-Effective
Amendment No. 51 to the registration statement of the Fund together with the
representation of counsel required by that Rule.
The purpose of the Amendment is to amend the facing sheet of
the registration statement to register an additional 28,896 Class A shares of
the Fund, which shares were redeemed during the fiscal period ended August 31,
1996, and had not been previously used for reductions pursuant to paragraph (a)
of Rule 24e-2 or paragraph (c) of Rule 24f-2. The offering price of $36.24 was
the price in effect at the close of business January 9, 1997.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc(w/attachment): Ronald Feiman, Esq.
Robert Troccoli (KPMG Peat Marwick, LLP)
Robert Bishop
Gloria LaFond
sec\270.24e
<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. 51 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / /
AMENDMENT NO.__ / /
OPPENHEIMER GROWTH FUND
-------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
-------------------------------------------------------------------
(Address of Principal Executive Offices)
1-212-323-0200
------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
------------------------------------------------------------------
(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)(1)
/ / on ________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -------------------------------------------------------------------
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 period
ended August 31, 1996 was filed on October 30, 1996.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of Oppenheimer
Growth Fund, an open-end management investment company.
A. Title and amount of shares being registered (number of shares
or other units):
Additional 28,896 Class A shares of beneficial interest of
Oppenheimer Growth Fund.
B. Proposed aggregate offering price to the public of the shares
being registered:
$1,047,191 based upon the offering price of $36.24 per Class A
share at January 9, 1997(1).
- ---------------
(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 period of the Fund ended August 31, 1996
was 1,266,269. 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; 1,295,165 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 28,896.
<PAGE>
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 22nd day of January, 1997.
OPPENHEIMER GROWTH FUND
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:
<TABLE>
<S> <C> <C>
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the January 22, 1997
- -------------- Board of Trustees
Leon Levy
/s/ Bridget A. Macaskill* President (Principal January 22, 1997
- ------------------------ Executive Officer)
Bridget A. Macaskill and Trustee
/s/ George Bowen* Treasurer and January 22, 1997
- ----------------- Principal Financial
George Bowen and Accounting
Officer
/s/ Robert G. Galli* Trustee January 22, 1997
- --------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee January 22, 1997
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee January 22, 1997
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee January 22, 1997
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee January 22, 1997
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee January 22, 1997
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Donald W. Spiro* Trustee January 22, 1997
- --------------------
Donald W. Spiro
/s/ Pauline Trigere* Trustee January 22, 1997
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee January 22, 1997
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
<PAGE>
Katherine P. Feld [logo] OppenheimerFunds
Vice President &
Associate Counsel OppenheimerFunds, Inc.
Two World Trade Center
New York, NY 10048-0203
212 323-0200
January 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Growth 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. 51 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
Katherine P. Feld
Vice President &
Associate Counsel
KPF/gl
sec\270.24e
