OPPENHEIMER TIME FUND INC
24F-2NT, 1995-08-28
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Katherine P. Feld
Vice President &
Associate Counsel



                                     August 28, 1995



U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA  22312

          Re:  Oppenheimer Time Fund 
               Reg. No. 2-39461, File No. 811-02171
               Final Rule 24f-2 Notice             

To the Securities and Exchange Commission:

          An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Time Fund accompanied by an opinion of counsel for the
registration of additional shares of the above Fund. No filing fee is
payable.

          The Fund reorganized into Oppenheimer Target Fund on August 23,
1995, and this Notice is its final Notice under Rule 24f-2.

                                     Very truly yours,

                                     /s/ Katherine P. Feld

                                     Katherine P. Feld
                                     Vice President &
                                     Associate Counsel
                                     (212) 323-0252

KPF/gl
Enclosures

cc (w/enclosures):Ronald M. Feiman, Esq.
             Mr. Robert Bishop
             Ms. Gloria LaFond





SEC/380.24F

<PAGE>

Rule 24f-2 Notice for Oppenheimer Time Fund

Two World Trade Center, New York, New York  10048-0203

(Registration No. 2-39461, File No. 811-02171)


     NOTICE IS HEREBY GIVEN that Oppenheimer Time 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 terminate such indefinite registration.

     (i)    This Notice is being filed for the fiscal period ended July 1,
            1994 through June 23, 1995.

     (ii)   22,765,538 shares which had been registered other than
            pursuant to this Rule remained unsold at the beginning of the
            above fiscal year.

     (iii)  2,241,645 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
            22,326,855 (1).

     (v)    22,326,855 shares were sold during the above fiscal year in
            reliance upon registration pursuant to this Rule.

     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 25th day of August, 1995.

                    Oppenheimer Time Fund



                    By /s/ Andrew J. Donohue
                    ------------------------------
                    Andrew J. Donohue, Secretary


--------------------

(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940.  Based upon an actual
aggregate sales price for which such securities were sold during the
previous fiscal year of $315,314,574, reduced by an actual redemption
price of securities of the issuer redeemed during such previous fiscal
year of $315,314,574, no filing fee is payable.  


SEC/380.24F

<PAGE>

              GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street                                New York, N.Y. 10036
Telephone: (212) 626-0800                      Telecopier (212) 626-0799








                              August 28, 1995








Oppenheimer Time 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 Time 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
          


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