OPPENHEIMER ZERO COUPON US TREASURIES TRUST SERIES A
497, 1996-05-02
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Investors are advised to read and retain this Prospectus for future
reference. 

              Oppenheimer Zero Coupon U.S. Treasuries Trust,
                            Series A through F

     OPPENHEIMER ZERO COUPON U.S. TREASURIES TRUST, SERIES A
through F (the "Fund"), seeks safety of principal and income
through investment in and appreciation of 11 series unit investment
trusts, each with its own fixed portfolio of debt obligations
issued or backed by the full faith and credit of the U.S.
Government which make no periodic interest payments and are
therefore purchased at a deep discount.  The 12 fixed investment
portfolios (each of which is designated as a "Series") consist
mainly of bearer debt obligations issued by the U.S. Government
which have been stripped of their unmatured interest coupons ("zero
coupon obligations"), coupons stripped from U.S. debt obligations,
and receipts and certificates for such stripped debt obligations
and coupons (collectively, "Stripped Treasury Securities").  

     The obligations held in each of the Series currently have
maturity dates in the years 1996 through 2000, and 2005 through
2010.  When held to maturity, Stripped Treasury Securities receive
approximately a fixed yield.  The value of Stripped Treasury
Securities prior to maturity, and therefore of Units of the Fund,
may fluctuate more in response to changing interest rates than debt
obligations of comparable maturities making periodic distributions
of interest.  See "Description of the Fund - Special
Considerations." 


     Units of the Fund are sold only to separate investment
accounts of life insurance companies to fund variable life or
variable annuity insurance policies.  At the date of this
Prospectus, Units are being sold to Monarch Life Insurance Company
("Monarch") to fund the benefits under Variable Life Insurance
Policies, including Variable Account B, issued by Monarch. 
Variable Account B invests in Units of the Fund in accordance with
allocation instructions received from Policyowners.  These
allocation rights are further described in the accompanying
Prospectus for the Policies.  Oppenheimer Funds Distributor, Inc.
(the "Sponsor") has undertaken to maintain a secondary market for
Units based on the aggregate offering side evaluation of the
underlying obligations of each Series, which will enhance the
liquidity of an investment in Units.  


Sponsor:  OppenheimerFunds Distributor, Inc.
          Two World Trade Center
          New York, New York  10048-0203


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.  

This Prospectus is effective May 1, 1996. 


<PAGE>
                             TABLE OF CONTENTS

                                                                       Page

Investment Summaries                                                      3
Description of the Fund                                                  11
Structure                                                                11
Special Considerations                                                   12
Special Considerations of Stripped Treasury Securities                   12
The Portfolio                                                            14
Selection and Acquisition of Obligations                                 14
The Units                                                                15
Income and Yield                                                         16
Taxes                                                                    17
Sale of Units                                                            19
Offering Price                                                           19
Comparison of Offering Price, Sponsor's                                  20
  Repurchase Price and Redemption Price                                    
Distribution                                                             21
Sponsor's Profits                                                        21
Market for Units                                                         22
Redemption of Units                                                      22
Expenses and Charges                                                     24
Administration of the Fund                                               25
Resignation, Removal and Limitations on Liability                        28
Additional Information                                                   29
Trustee                                                                  29
Legal Opinion                                                            30
Auditors                                                                 30
Sponsor                                                                  30
Financial Statements of Series A                                         31
Financial Statements of Series B                                         40
Financial Statements of Series C                                         47
Financial Statements of Series D                                         54
Financial Statements of Series E                                         61
Financial Statements of Series F                                         68
Financial Statement of the Sponsor                                       75
<PAGE>
<PAGE>



Investment Summary of Series A+
as of December 31, 1995

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

Series A is a series unit investment  trust  consisting of nine separate series,
each with its own portfolio. At December 31, 1995 there are two series which are
still outstanding; these are the 2000 Series and the 2005 Series, designated for
the maturities of their underlying Portfolios (see Portfolios herein).

<TABLE>
<CAPTION>

                                                                                                   2000              2005
                                                                                                  Series            Series

- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>       
Face Amount of Securities ..................................................................    $6,317,200      $4,190,859
Number of Units ............................................................................     6,317,200       4,190,859

Fractional Undivided Interest in Fund Represented by Each Unit .............................    1/6,317,200 rd  1/4,190,859 th
Offering Price per 1,000 Units***
   Aggregate offering side evaluation of Securities in Fund* ...............................    $4,956,608.00   $2,489,274.00
                                                                                                -------------   -------------

   Divided by number of Units times 1,000 ..................................................   $       784.62   $      593.98
   Plus the applicable transaction charge** ................................................             7.85            8.91
                                                                                               --------------   -------------

   Offering Price per 1,000 Units ..........................................................   $       792.47   $      602.89
                                                                                               ==============   =============

Sponsor's Repurchase Price Per 1,000 Units (based on offering
   side evaluation of underlying Securities) ...............................................   $       784.62   $      593.98
Redemption Price Per 1,000 Units (based on bid side evaluation
  of underlying Securities)**** ............................................................   $       783.21   $      591.84
Calculation of Estimated Net Annual Interest Income per 1,000
   Units Received in Cash by the Fund
   Gross annual income per 1,000 Units .....................................................   $         0.45   $        0.45
   Less estimated annual expense per 1,000 Units ...........................................             0.45            0.45
                                                                                               --------------   -------------

   Net annual income per 1,000 Units.......................................................    $         0.00   $        0.00
                                                                                               ==============   =============
Distributions
   Distributions  will be made on the first  business day
   following the maturity of each  Security  in a Series
   to  holders  of record  on the  business  day immediately
   preceding the date of such distribution.

Trustee's Annual Fee
   Per $1,000 face amount of underlying Securities (see
   Expenses and Charges) ...................................................................   $         0.35   $        0.35

Evaluator's  Fee  for  Each Evaluation
$.35 for each issue of underlying Securities.
Treating separate maturities as separate issues.

Evaluation Time
   3:30 P.M. New York Time

Mandatory Termination Date
   January 1, 2035

Minimum Value of Fund
   Trust  Indenture may be terminated with respect to
   any Series if the value of that Series is less than 40% of
   the face amount of Securities.

</TABLE>

- --------------------------------
     +   The Indenture was signed and the initial deposit was made as of March
         20, 1985.
     *   The aggregate offering side evaluation of the obligations is determined
         by the Evaluator on the basis of current offering prices for the
         obligations.
    **   The transaction charges currently applicable to the 2000 Series and the
         2005 Series are 1.00% and 1.50% of their respective offering prices per
         1,000 Units (1.010% and 1.523%, respectively, of the net amount
         invested in Securities).
   ***   These figures are computed by dividing the aggregate offering side
         evaluation of the underlying Securities in the particular Series (the
         price at which they could be purchased directly by the public if they
         were available) by the number of Units of the Series outstanding,
         multiplying the result times 1,000 and adding the applicable
         transaction charge as described in the preceding footnote. These
         figures assume a purchase of 1,000 Units. The price of a single Unit,
         or any multiple thereof, is calculated by dividing the Offering Price
         per 1,000 Units above by 1,000 and multiplying by the number of Units.
  ****   Figures shown are $9.26 and $11.05 less than the Offering Price per
         1,000 Units and $1.41 and $2.14 less than the Sponsor's Repurchase
         Price per 1,000 Units with respect to the 2000 Series and the 2005
         Series, respectively.



<PAGE>


Investment Summary of Series B+
as of December 31, 1995

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


Series B is a series unit investment  trust consisting of three separate series,
each with its own portfolio. As of December 31, 1995, there are two series which
are still outstanding;  these are the 1996 Series and the 2006 Series designated
for the maturities of their underlying Portfolios. (See Portfolios herein).

<TABLE>
<CAPTION>
                                                                                     1996             2006
                                                                                    Series           Series
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>              <C>
Face Amount of Securities ......................................................  $1,996,282        $2,643,019
Number of Units ................................................................   1,996,282         2,643,019
Fractional Undivided Interest in Fund Represented by Each Unit ................. 1/1,996,282 nd    1/2,643,019 th
Offering Price per 1,000 Units***
   Aggregate offering side evaluation of Securities in Fund* ...................  $1,984,139.00     $1,477,711.00
                                                                                  -------------     -------------

   Divided by number of Units times 1,000 ......................................  $      993.92     $      559.10
   Plus the applicable transaction charge** ....................................           2.48              8.39
                                                                                  -------------     -------------

   Offering Price per 1,000 Units ..............................................  $      996.40     $      567.49
                                                                                  =============     =============


Sponsor's Repurchase Price per 1,000 Units (based on offering side evaluation of
   underlying Securities) ......................................................   $     993.92     $      559.10
Redemption Price per 1,000 Units (based on bid side evaluation of underlying
   Securities)**** .............................................................   $     993.87     $      556.93
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received in
   Cash by the Fund
        Gross annual income per 1,000 Units ....................................   $       0.45     $        0.45
        Less estimated annual expense per 1,000 Units ..........................           0.45              0.45
                                                                                   ------------     -------------

        Net annual income per 1,000 Units ......................................   $       0.00     $        0.00
                                                                                   ============     =============

Distributions
     Distributions will be made on the first business day following the maturity
       of each  Security  in a Series to holders of record on the  business  day
       immediately preceding the date of such distribution.

Trustee's Annual Fee
Per $1,000 face amount of underlying Securities (see Expenses and Charges)         $       0.35     $        0.35

Evaluator's Fee for Each Evaluation
           $.35 for each issue of underlying Securities.
                       Treating separate maturities as separate issues.

Evaluation Time
                                  3:30 P.M. New York Time

Mandatory Termination Date
                                          January 1, 2036

Minimum Value of Fund
Trust Indenture may be terminated with respect to any Series if the value of
                that Series is less than 40% of the face amount of Securities.

</TABLE>

- ----------------
     +  The Indenture was signed and the initial deposit was made as of January
        27, 1986.


     *  The aggregate offering side evaluation of the obligations is determined
        by the Evaluator on the basis of current offering prices for the
        obligations.

    **  The transaction charges currently applicable to the 1996 Series and 
        the 2006 Series are .25% and 1.50% of their respective Offering Price 
        per 1,000 Units (.251% and 1.523%, respectively, of the net amount 
        invested in Securities).

   ***  These figures are computed by dividing the aggregate offering side
        evaluation of the underlying Securities in the particular Series (the
        price at which they could be purchased directly by the public if they
        were available) by the number of Units of the Series outstanding,
        multiplying the result times 1,000 and adding the applicable transaction
        charges described in the preceding footnote. These figures assume a
        purchase of 1,000 Units. The price of a single Unit, or any multiple
        thereof, is calculated by dividing the Offering Price per 1,000 Units
        above by 1,000 and multiplying by the number of Units.

  ****  Figures shown are $2.53 and $10.56 less than the Offering Price per
        1,000 Units and $0.05 and $2.17 less than the Sponsor's Repurchase Price
        per 1,000 Units, with respect to the 1996 Series and the 2006 Series,
        respectively.



<PAGE>


Investment Summary of Series C+
As of December 31, 1995

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

Series C is a series unit investment  trust  consisting of two separate  series,
each with its own  portfolio.  These are the 1997  Series  and the 2007  Series,
designated for the maturities of their  underlying  Portfolios  (see  Portfolios
herein).

<TABLE>
<CAPTION>
                                                                                           1997            2007
                                                                                          Series          Series
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Face Amount of Securities ...........................................................  $ 2,973,342      $   915,372
Number of Units .....................................................................    2,973,342          915,372
Fractional Undivided Interest in Fund Represented by Each Unit ......................  1/2,973,342 th     1/915,372 th
Offering Price per 1,000 Units***
      Aggregate offering side evaluation of Securities in Fund* .....................   $2,737,650.00   $   479,184.00
                                                                                       --------------   --------------

      Divided by number of Units times 1,000 ........................................  $       920.73   $       523.49
      Plus the applicable transaction charge** ......................................            4.60             7.85
                                                                                       --------------   --------------

      Offering Price per 1,000 Units ................................................  $       925.34   $       531.34
                                                                                       ==============   ==============


Sponsor's Repurchase Price Per 1,000 Units (based on offering side evaluation of
  underlying Securities) ............................................................  $       920.73   $       523.49
Redemption Price Per 1,000 Units (based on bid side evaluation of underlying
  Securities)**** ...................................................................  $       920.15   $       521.25
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received in
  Cash by the Fund
      Gross annual income per 1,000 Units ...........................................  $         0.45   $         0.45
      Less estimated annual expense per 1,000 Units .................................            0.45             0.45
                                                                                       --------------   --------------

      Net annual income per 1,000 Units .............................................  $         0.00   $         0.00
                                                                                       ==============   ==============

Distributions
    Distributions  will be made on the first business day following the maturity
      of each  Security  in a Series to  holders of record on the  business  day
      immediately preceding the date of such distribution.

Trustee's Annual Fee
      Per $1,000 face amount of underlying Securities (see Expenses and Charges)....   $        0.35    $        0.35

Evaluator's Fee for Each Evaluation 
      $.35 for each issue of underlying Securities.
        Treating separate maturities as separate issues.

Evaluation Time
      3:30 P.M. New York Time

Mandatory Termination Date
      January 1, 2037

Minimum Value of Fund
      Trust Indenture may be terminated  with respect to any Series if the value
        of that Series is less than 40% of the face amount of Securities.

</TABLE>


- -------------------------
    +   The  Indenture  was signed and the initial  deposit was made as of April
        21, 1987.

    *   The aggregate  offering side evaluation of the obligations is determined
        by the  Evaluator  on the  basis  of  current  offering  prices  for the
        obligations. 

   **   The transaction charges currently applicable to the 1997 Series  and the
        2007  Series,  are .50%  and  1.50% of their  respective Offering Prices
        per 1,000  Units  (.503%  and  1.523%,  respectively,  of the net amount
        invested in Securities).

  ***   These  figures are  computed by dividing  the  aggregate  offering  side
        evaluation of the underlying  Securities in the  particular  Series (the
        price at which they could be  purchased  directly  by the public if they
        were  available)  by the  number  of  Units of the  Series  outstanding,
        multiplying the result times 1,000 and adding the applicable transaction
        charge as described in the preceding  footnote.  These figures  assume a
        purchase of 1,000  Units.  The price of a single  Unit,  or any multiple
        thereof,  is calculated  by dividing the Offering  Price per 1,000 Units
        above by 1,000 and multiplying by the number of Units.

 ****   Figures  shown are $5.19 and  $10.04  less then the  Offering  Price per
        1,000 Units and $0.58 and $2.24 less than the Sponsor's Repurchase Price
        per 1,000  Units,  with  respect to the 1997  Series and the 2007 Series
        respectively.




<PAGE>


Investment Summary of Series D+
as of December 31, 1995

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

Series D is a series unit investment  trust  consisting of two separate  series,
each  with its own  portfolio.  These  are the  1998  Series  and  2008  Series,
designated for the maturities of their  underlying  Portfolios  (see  Portfolios
herein).

<TABLE>
<CAPTION>
                                                                                                1998             2008
                                                                                               Series           Series
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>              <C>
Face Amount of Securities...............................................................     $1,015,000       $ 1,023,236
Number of Units.........................................................................      1,015,000         1,023,236
Fractional Undivided Interest in Fund Represented by Each Unit .........................    1/1,015,000 nd    1/1,023,236 th
Offering Price per 1,000 Units***
     Aggregate offering side evaluation of Securities in Fund*..........................     $  899,023.00    $   488,562.00
                                                                                             -------------    --------------

     Divided by number of Units times 1,000.............................................     $      885.74    $       477.47
     Plus the applicable transaction charge**...........................................              6.64              8.36
                                                                                             -------------    --------------
     Offering Price per 1,000 Units.....................................................     $      892.38    $       485.82
                                                                                             =============    ==============

Sponsor's Repurchase Price Per 1,000 Units (based on offering
     side evaluation of underlying Securities)..........................................     $      885.74    $       477.47
Redemption Price Per 1,000 Units (based on bid side evaluation
     of underlying Securities)****......................................................     $      884.92    $       475.11
Calculation of Estimated Net Annual Interest Income Per 1,000
     Units Received in Cash by the Fund
     Gross annual income per 1,000 Units................................................     $        0.45    $         0.45
     Less estimated annual expense per 1,000 Units......................................              0.45              0.45
                                                                                             -------------    --------------

     Net annual income per 1,000 Units..................................................     $        0.00    $         0.00
                                                                                             =============    ==============

Distributions
     Distributions will be made on the first business day following the maturity
           of each Security in a Series to holders of record on the business day
           immediately preceding the date of such distribution.

Trustee's Annual Fee
     Per $1,000 face amount of underlying Securities (see Expenses
           and Charges).................................................................     $        0.35    $         0.35

Evaluator's Fee for Each Evaluation
     $.35 for each issue of underlying
           Securities.  Treating separate
           maturities as separate issues.

Evaluation Time
     3:30 P.M. New York Time

Mandatory Termination Date
     January  1, 2038

Minimum Value of Fund
     Trust Indenture may be  terminated  with respect to any Series if the value
           of that Series is less than 40% of the face amount of Securities.

</TABLE>

- ------------------
+       The  Indenture  was signed and the initial  deposit was made as of April
        18, 1988.

*       The aggregate  offering side evaluation of the obligations is determined
        by the  Evaluator  on the  basis  of  current  offering  prices  for the
        obligations.

**      The transaction charges currently  applicable to the 1998 Series and the
        2008 Series are .75% and 1.75% of their  respective  Offering Prices per
        1,000 Units (.756% and 1.781%, respectively,  of the net amount invested
        in Securities).

***     These  figures are  computed by dividing  the  aggregate  offering  side
        evaluation of the underlying  Securities in the  particular  Series (the
        price at which they could be  purchased  directly  by the public if they
        were  available)  by the  number  of  Units of the  Series  outstanding,
        multiplying the result times 1,000 and adding the applicable transaction
        charge as described in the preceding  footnote.  These figures  assume a
        purchase of 1,000 Units.  The price of a single Unit, or any multiplying
        thereof,  is calculated  by dividing the Offering  Price per 1,000 Units
        above by 1,000 and multiplying by the number of Units.

****    Figures  shown are $7.46 and  $10.71  less than the  Offering  Price per
        1,000 Units and $.82 and $2.36 less than the Sponsor's  Repurchase Price
        per 1,000  Units,  with  respect to the 1998 Series and the 2008 Series,
        respectively.


<PAGE>


Investment Summary of Series E+
As of December 31, 1995

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


Series E is a series unit investment  trust  consisting of two separate  series,
each  with its own  portfolio.  These  are the  1999  Series  and  2009  Series,
designated for the maturities of their  underlying  Portfolios  (see  Portfolios
herein).

<TABLE>
<CAPTION>
                                                                                  1999             2009
                                                                                 Series           Series
- -------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>               <C>
Face Amount of Securities ...................................................   $450,273         $359,216
Number of Units .............................................................    450,273          359,216
Fractional Undivided Interest in Fund Represented by Each Unit ..............  1/450,273 th     1/359,216 th
Offering Price per 1,000 Units***
     Aggregate offering side evaluation of Securities in Fund* ..............   $378,508.00      $166,164.00
                                                                               ------------     ------------

     Divided by number of Units times 1,000 .................................   $    840.62      $    462.57
     Plus the applicable transaction charge** ...............................          6.30             8.10
                                                                                -----------     ------------

     Offering Price per 1,000 Units .........................................   $    846.92      $    470.67
                                                                                ===========     ============


Sponsor's Repurchase Price per 1,000 Units (based on offering side evaluation
    of underlying Securities) ...............................................   $    840.62      $    462.57
Redemption Price per 1,000 Units (based on bid side evaluation of underlying
    Securities)**** .........................................................   $    839.52      $    460.21
Calculation of Estimated Net Annual Interest Income per 1,000 Units Received
    in Cash by the Fund
     Gross annual income per 1,000 Units ....................................   $      0.45      $      0.45
     Less estimated annual expense per 1,000 Units ..........................          0.45             0.45
                                                                               ------------     ------------
     Net annual income per 1,000 Units ......................................   $      0.00      $      0.00
                                                                               ============     ============

Distributions
     Distributions will be made on the first business day following the maturity
     of each  Security  in a Series to  holders  of record on the  business  day
     immediately preceding the date of such distribution.

Trustee's Annual Fee
     Per $1,000 face amount of underlying Securities (see Expenses and Charges) $      0.35      $      0.35

Evaluator's  Fee  for  Each   Evaluation  
     $.35 for each issue of underlying Securities.
     Treating separate maturities as separate issues.

Evaluation Time
     3:30 P.M. New York Time

Mandatory Termination Date
     January 1, 2039

Minimum Value of Fund
     Trust  Indenture may be terminated  with respect to any Series if the value
     of that Series is less than 40% of the face amount of Securities.

</TABLE>

- --------------------
+     The Indenture was signed and the initial  deposit was made as of April 17,
      1989.

*     The aggregate offering side evaluation of the obligations is determined by
      the Evaluator on the basis of current offering prices for the obligations.

**    The transaction  charges  currently  applicable to the 1999 Series and the
      2009  Series are .75% and 1.75% of their  respective  Offering  Prices per
      1,000 Units (.756% and 1.781%, respectively, of the net amount invested in
      Securities).

***   These  figures are  computed  by  dividing  the  aggregate  offering  side
      evaluation  of the  underlying  Securities in the  particular  Series (the
      price at which they could be purchased directly by the public if they were
      available) by the number of Units of the Series  outstanding,  multiplying
      the result  times 1,000 and adding the  applicable  transaction  charge as
      described in the preceding  footnote.  These figures  assume a purchase of
      1,000 Units.  The price of a single  Unit,  or any  multiple  thereof,  is
      calculated  by dividing the Offering  Price per 1,000 Units above by 1,000
      and multiplying by the number of Units.

****  Figures shown are $7.40 and $10.46 less than the Offering  Price per 1,000
      Units and $1.10 and $2.36  less than the  Sponsor's  Repurchase  Price per
      1,000  Units,  with  respect  to the  1999  Series  and the  2009  Series,
      respectively.




<PAGE>




Investment Summary of Series F+
As of December 31, 1995
- --------------------------------------------------------------------------------


Series  F is a series  unit  investment  trust  consisting  of the  2010  Series
designated for the maturity of its underlying Portfolio (see Portfolio herein).

<TABLE>
<CAPTION>
                                                                                                               2010
                                                                                                              Series
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                          <C>        
Face Amount of Securities.................................................................................   $ 2,277,690
Number of Units...........................................................................................     2,277,690
Fractional Undivided Interest in Fund Represented by Each Unit............................................   1/2,277,690 th
Offering Price per 1,000 Units***
      Aggregate offering side evaluation of Securities in Fund*...........................................   $ 1,001,192.00
                                                                                                             --------------

      Divided by number of units times 1,000..............................................................   $       439.56
      Plus the applicable transaction charge**............................................................             7.69
                                                                                                             --------------

      Offering price per 1,000 units......................................................................   $       447.26
                                                                                                             ==============


Sponsor's Repurchase Price Per 1,000 Units (based on offering side evaluation of underlying Securities)...   $       439.56
Redemption Price Per 1,000 Units (based on bid side evaluation of underlying Securities)****..............   $       437.19
Calculation of Estimated Net Annual Interest Income Per 1,000 Units Received in Cash by the Fund
      Gross annual income per 1,000 units.................................................................   $         0.45
      Less estimated annual expenses per 1,000 units......................................................             0.45
                                                                                                             --------------

      Net annual income per 1,000 Units...................................................................   $         0.0
                                                                                                             ==============

Distributions
      Distributions  will  be made  on the  first  business  day  following  the
        maturity  of each  Security  in a Series  to  holders  of  record on the
        business day immediately preceding the date of such distribution.

Trustee's Annual Fee
      Per $1,000 face amount of underlying Securities (see Expenses and Charges)..........................   $         0.35

Evaluator's Fee for Each Evaluation
      $.35 for each issue of underlying Securities.  Treating separate maturities
        as separate issues.

Evaluation Time
      3:30 p.m. New York Time

Mandatory Termination Date
      January 1, 2040

Minimum Value of Fund
      Trust Indenture may be terminated  with respect to the Series if the value
        is less than 40% of the face amount of Securities.
</TABLE>

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

   +  The Indenture was signed and the initial  deposit was made as of April 24,
      1990.

   *  The aggregate offering side evaluation of the obligations is determined by
      the Evaluator on the basis of current offering prices for the obligations.

**    The transaction charge currently applicable to the 2010 Series is 1.75% of
      its  respective  Offering  Price per 1,000 Units (1.781% of the net amount
      invested in Securities).

 ***  These  figures are  computed  by  dividing  the  aggregate  offering  side
      evaluation  of the  underlying  Securities in the  particular  Series (the
      price at which they could be purchased directly by the public if they were
      available) by the number of Units of the Series  outstanding,  multiplying
      the result  times 1,000 and adding the  applicable  transaction  charge as
      described in the preceding  footnote.  These figures assumes a purchase of
      1,000 Units.  The price of a single  Unit,  or any  multiple  thereof,  is
      calculated by dividing the Offering  Price per 1,000 Units above by 1,000,
      and multiplying by the number of Units.

****  Figures shown are $10.07 less than the Offering  Price per 1,000 Units and
      $2.37 less than the Sponsor's Repurchase Price per 1,000 Units.


<PAGE>

Investment Summary (continued)

     OBJECTIVE OF THE FUND - The Fund's objective is to provide
safety of capital and income by offering Units in fixed portfolios
consisting primarily of bearer debt obligations issued by the
United States of America that have been stripped of their unmatured
interest coupons, interest coupons that have been stripped from
bearer debt obligations issued by the United States of America, and
receipts and certificates for such stripped debt obligations and
stripped coupons (collectively, "Stripped Treasury Securities"). 
The Fund consists of Series A, B, C, D and E (each of which have
two separate series outstanding) and Series F (one separate
series), each separate series containing Stripped Treasury
Securities with a fixed maturity corresponding to the designation
of the series (collectively and individually, the "Series").
Stripped Treasury Securities do not make any periodic payments of
interest prior to maturity.  The stripping of the interest coupons
will cause Stripped Treasury Securities to be purchased by the Fund
at a deep discount.  The Sponsor may at one or more times in the
future deposit additional Stripped Treasury Securities, with
maturities identical to those of the securities initially
deposited, in any or all of the Series following the Initial Date
of Deposit (See "Description of Fund - Structure").  The market
value of the obligations held by the Series, and therefore the
value of Units, will fluctuate with changes in interest rates and
other factors.  The value of zero coupon obligations, and therefore
of Units, may be subject to greater fluctuations in response to
changing interest rates than debt obligations making distributions
of interest on a periodic basis.  See "Description of the Fund -
Special Considerations." 


     Units of the Fund are sold only to separate accounts of life
insurance companies to fund the benefits under variable life or
variable annuity insurance policies.  At the date of this
Prospectus, Units are being sold to Monarch Life Insurance Company
("Monarch") to fund the benefits under Variable Life Insurance
Policies, including Variable Account B, issued by Monarch (the
"Account").  Accordingly, the interest of a Policyowner in the
Units is subject to the terms of the Policy and is described in the
accompanying Prospectus for the Policies, which should be reviewed
carefully by a person considering the purchase of a Policy.  The
Prospectus for the Policies describes the relationship between
increases or decreases in the net asset value of, and any
distributions of, Units, and the benefits provided under a Policy. 
The rights of an Account as a Holder of Units should be
distinguished from the rights of a Policyowner which are described
in the Policies.  As Units of the Fund are sold only to Accounts,
the term "Holder" in this Prospectus shall refer to the Accounts
(or to the Sponsor if it holds Units acquired in the secondary
market - see "Market for Units").  

     SECURITIES - Each Series consists primarily of an issue of
Stripped Treasury Securities, and it is intended that the
obligation selected for inclusion in each of the Series will comply
with any investment limitations required to assure favorable
Federal income tax treatment for the Policies.  Each such
obligation was purchased at a deep discount.  Although the
obligations are not rated, in the opinion of the Sponsor, they have
credit characteristics comparable to or higher than those of debt
securities rated "AAA" by nationally recognized rating agencies. 
Each Series also initially contains one interest-bearing obligation
issued by the United States of America or backed by the full faith
and credit of the United States (the "Interest-Bearing Security")
deposited in order to provide income with which to pay the expenses
of such Series.  

     SPECIAL CONSIDERATIONS - An investment in Units of a Series
should be made with an understanding of the risks which an
investment in deep discount obligations may entail, including the
risk that the value of the obligations in a Series and hence of the
Units will decline with increases in interest rates (see
"Description of the Fund - Special Considerations").  For each
1,000 Units of a Series purchased, a Holder will receive total
distributions of $1,000 for Units held until maturity of the
underlying Securities of that Series.  Furthermore, the Offering
Price will vary in accordance with fluctuations in the values of
the Securities and the distributions could change if such
obligations are retired or sold prior to maturity, or as the
expenses of the Series change.  For a discussion of the economic
differences between the Fund and a fund comprised primarily of
interest-bearing debt obligations, see "Description of the Fund -
Income and Yield." 

     DISTRIBUTIONS - There will be no payments of interest on the
obligations held by each Series other than interest on the
Interest-Bearing Security in each Series, which will be used to pay
the expenses of each such Series.  Consequently, it is not
anticipated that there will be any distributions of interest
income.  However, each Stripped Treasury Security will be treated
for Federal income tax purposes as having "original issue
discount," which must be amortized over the remaining maturity of
the Stripped Treasury Security and must be included in a Holder's
ordinary income before the Holder receives the cash attributable to
such income (see "Description of the Fund - Taxes".  A distribution
will be made in cash when the obligations in a Series mature.  Any
amount received prior to such time as a result of the sale of
obligations held by a Series in order to meet redemptions of Units
exceeding the amount necessary to meet such redemptions will not be
distributed until the maturity of the remaining obligations in such
Series (see "Administration of the Fund - Accounts and
Distributions").  

     MARKET FOR UNITS - The Sponsor has undertaken to maintain a
secondary market for Units based on the aggregate offering side
evaluation of the underlying obligations of each Series (see
"Market for Units").  If the Sponsor should fail to maintain that
market, a Holder will be able to dispose of Units through
redemption at prices based on the aggregate bid side evaluation of
the underlying obligations of the Series in which it holds Units
(see "Redemption").  Market conditions may cause the prices to be
more or less than the amount paid for Units. 

DESCRIPTION OF THE FUND

     STRUCTURE - Series A through F were created under New York law
by one Trust Indenture (the "Indenture")1 among OppenheimerFunds
Distributor, Inc. (the "Sponsor"), The Chase Manhattan Bank, N.A.
(the "Trustee") and Standard & Poor's Corporation (the
"Evaluator").  On the respective initial dates of deposit for each
of Series A through F stated in the Investment Summary (the
"Initial Date of Deposit"), the Sponsor deposited the underlying
obligations with the Trustee of each Series at  prices equal to the
valuation of those obligations on the offering side of the market
as determined by the Evaluator, and the Trustee delivered to the
Sponsor units of interest ("Units") representing the entire
ownership of each Series of the Fund.  As indicated under "The
Portfolio," below, the obligations deposited in the Series were the
Securities or were represented by purchase contracts assigned to
the Trustee together with an irrevocable letter or letters of
credit issued by a commercial bank or banks in the amount necessary
to complete their purchase.  Holders of Units will have the right
to have their Units redeemed (see "Redemption") at a price based on
the aggregate bid side evaluation of the obligations ("Redemption
Price per Unit") if they cannot be sold in the secondary market
that the Sponsor has undertaken to maintain (see "Market for
Units").  Redemptions will be made in cash or, if elected by the
Holder, in kind by distributing to the Holders obligations held by
the Series having an aggregate value equal to the value of the
Units being redeemed. 

<f>
- -----------------
References in this Prospectus are made to selected articles and
sections of the Indenture, and all statements made herein are
qualified in their entirety by the terms of the indenture, which is
hereby incorporated in its entirety by reference.  A complete copy
of the Trust Indenture is available upon request to the Trustee.

     SPECIAL CONSIDERATIONS - An investment in Units of the Fund
should be made with an understanding of the risks which an
investment in deep discount debt obligations may entail, including
the risk that the value of the obligations in a Series and hence of
the Units will decline with increases in interest rates and that a
direct Holder (but not necessarily Policyowners - see "Taxes" under
this caption) will have significant amounts of taxable income
attributable to it before the receipt of the cash attributable to
such income.  In the past, periods of high inflation, together with
the fiscal measures adopted to attempt to deal with it, have caused
wide fluctuations in interest rates and, thus, of the value of
fixed rate debt obligations generally.  The Sponsor cannot predict
whether such fluctuations will continue in the future. 

     Because interest on zero coupon obligations and similarly, the
amounts the Fund will receive from Stripped Treasury Securities,
are not distributed to the Fund on a current basis but are in
effect compounded, the value of obligations of these types,
including the value of accrued and reinvested interest (and of a
fund comprised of such obligations), is subject to greater
fluctuations than obligations which distribute income regularly. 
Accordingly, while the full faith and credit of the United States
Government backs the obligations held in the Series, the value of
Units will fluctuate in response to changes in interest rates to a
greater extent than would be the case if the Series consisted
primarily of debt obligations which paid interest on a regular
basis.  In addition, the longer the maturity of the obligations in
a Series, the greater the fluctuation in value of the Units as a
result of changes in interest rates.  The sale or redemption of
Units prior to the maturity of the obligations in a Series could,
therefore, result in a loss if effected at a time when interest
rates are higher than they were at the time such Units were
purchased. 

     SPECIAL CONSIDERATIONS OF STRIPPED TREASURY SECURITIES - The
Stripped Treasury Securities held in the Series are bearer
obligations which are transferable by delivery.  Stripped Bonds are
those that have been stripped of their unmatured interest coupons
by the holder; Stripped Coupons are coupons that were originally
issued as part of and attached to a debt obligation and have
subsequently been stripped from such obligation by a holder. 
Payments of principal, in the case of stripped bonds, and payments
of interest, in the case of Stripped Coupons, are made to the
holder of such bonds or coupons at the time of payment.  Stripped
Bonds and Stripped Coupons are sold at a deep discount because the
buyer of such obligations receives only the right to receive a
future fixed payment and does not receive payments on a periodic
basis. 

     Stripped Treasury Securities held by any Series shall consist
solely of one or more of the following types of obligations: (a)
U.S. Treasury debt obligations originally issued as bearer coupon
bonds which have been stripped of their unmatured interest coupons,
(b) coupons which have been stripped from U.S. Treasury bearer
bonds, and (c) receipts or certificates for either of the foregoing
that evidence ownership of future interest or principal payments on
such obligations.  Stripped Treasury Securities are debt
obligations of the United States Government which are payable in
full at maturity at their stated maturity amount and are not
subject to redemption prior to maturity.  Stripped Treasury
Securities do not make any periodic payments of interest. 

     The receipts or certificates described above must be issued in
registered form by a major bank which acts as custodian and nominal
holder of the obligation (which may be held by it either in
physical or in book entry form).  The terms of custody with the
bank must provide that the underlying debt obligations will be held
separate from the general assets of the bank and will not be
subject to any right, charge, security interest, lien or claim of
any kind in favor of the bank or any person claiming through the
bank, and the bank will be responsible for applying all payments
received on those underlying debt obligations to the related
receipts or certificates without making any deductions other than
applicable tax withholding.  The bank is required to maintain
insurance for the protection of holders of receipts or certificates
in customary amounts against losses resulting from the custody
arrangement due to dishonest or fraudulent action by the bank's
employees. The holders of receipts or certificates, as the real
parties in interest, are entitled to the rights and privileges of
the underlying debt obligations including the right in the event of
default in payment of principal or interest thereof to proceed
individually against the United States without acting in concert
with other holders of such receipts or certificates, or the bank. 

     The Stripped Treasury Securities in each Series are purchased
at a substantial discount from their principal amounts payable at
maturity.  A holder of Stripped Treasury Securities will be
required to include annually in gross income an allocable portion
of the discount created by coupon stripping, prior to receipt of
the principal payments at maturity, notwithstanding the fact that
the holder receives no cash payment until the maturities of the
obligations.  However, an insurance company separate account such
as the Account can avoid being taxed on such income by deducting an
equal amount for an increase in reserves.  Stripped Treasury
Securities are marketable in substantially the same manner as other
discount securities issued by the U.S. Treasury. 

     THE PORTFOLIO - The Portfolio of each Series consists of one
issue of Stripped Treasury Securities, with a fixed maturity date,
that has been stripped of its interest coupons or underlying bond
and as such was purchased at a deep discount (see above), and of an
Interest-Bearing Treasury Security generally with the same maturity
date as the Stripped Treasury Security, deposited in order to
provide income with which to pay the expenses of the Series.  If
the Interest-Bearing Treasury Security in a Series matures either
prior or subsequent to its corresponding Stripped Treasury
Security, and as a result the Series has either a deficit or an
excess of income at maturity of the Stripped Treasury Security, the
Sponsor shall reallocate income from or to its own account as
necessary.  It is intended that the Portfolio of each Series will
comply with any investment limitations required to assure favorable
Federal income tax treatment for the Policies. 

     SELECTION AND ACQUISITION OF OBLIGATIONS - In selecting
obligations for deposit in the Fund, the following factors, among
others, were considered by the Sponsor: (i) the types of such
obligations available; (ii) the prices of such obligations relative
to other comparable obligations; (iii) the extent to which such
obligations trade at a discount from par once the interest coupons
are stripped; (iv) the yield to maturity of such obligations; and
(v) the maturities of such obligations. 

     The yield to maturity and discount from par on debt
obligations of the type deposited in the Fund are dependent on a
variety of factors, including general money market conditions,
general conditions of the bond market, prevailing interest rates
and the maturities of the obligations. 

     Each Series consists of such of the obligations listed under
"Portfolio" (or contracts to purchase such obligations) as may
continue to be held from time to time in the Series and any
additional obligations acquired and held by the Series pursuant to
the provisions of the Indenture (including provisions with respect
to deposit into the Series of obligations in connection with the
sale of additional Units), together with accrued and undistributed
interest on the Interest-Bearing Treasury Security deposited in
order to pay the expenses of the Series and undistributed cash
representing payments of principal and uninvested cash realized
from the disposition of obligations (see "Administration of the
Fund - Portfolio Supervision"). 

     Neither the Sponsor nor the Trustee shall be liable in any way
for any default, failure or defect in any of the obligations.  In
the event of a failure to deliver any obligation that has been
purchased for a Series under a contract ("Failed Security"), the
Sponsor is authorized under the Indenture to direct the Trustee to
acquire other obligations ("Replacement Securities") to make up the
original portfolio of the Series.  Replacement Securities must be
purchased within 20 days after the Initial Date of Deposit and the
purchase price may not exceed the amount of funds reserved for the
purchase of the Failed Security.  Replacement Securities must: (i)
be obligations of a type authorized to be held by the Fund; (ii)
have a fixed maturity identical to that of the Failed Security; and
(iii) be purchased at a price that results in a yield to maturity
as of the Date of Deposit which is equivalent (taking into
consideration then-current market conditions) to the yield to
maturity of the Failed Security.  Whenever a Replacement Security
has been acquired for a Series, the Trustee shall, within five days
thereafter, notify all Holders of the affected Series of the
acquisition of the Replacement Security and, within 30 days
thereafter, make a pro rata distribution of the amount, if any, by
which the cost to the Series of the Failed Security exceeded the
cost of the Replacement Security plus any accrued interest or
amortization.  If this right of substitution shall not be utilized
to acquire Replacement Securities in the event of a failed
contract, the Sponsor shall, within 30 days after the failure,
cause to be refunded the attributable transaction charge plus the
attributable Cost of Obligations to Series listed under Portfolio,
plus accrued interest and amortization.  

     Because certain of the obligations held in a Series may be
sold under certain circumstances described herein, each Series is
not expected to retain its present size and composition (see
"Redemption").  The Indenture also authorizes the Sponsor to
increase the size and number of Units of any Series by the deposit
of additional obligations and the issue of a corresponding number
of additional Units at times following the Initial Date of Deposit,
subject to the requirements applicable to Replacement Securities,
with the further requirement  that any additional Interest-Bearing
Treasury Securities bear interest at the same rate as the
Interest-Bearing Treasury Securities initially deposited in the
Series.  These requirements are designed to avoid any adverse
impact upon the amounts available to Holders who acquire Units
prior to the deposit of additional obligations. 

     THE UNITS - On the date of the Investment Summary, each Unit
of each Series represented the fractional undivided interest in
such Series set forth under "Investment Summary." Thereafter, if
Units of any Series are redeemed by the Trustee, the face amount of
obligations in the Series will be reduced by amounts allocable to
redeemed Units, and the fractional undivided interest represented
by each Unit in the balance of the Series will be increased.  If
additional Units are issued by any Series (through deposit of
additional obligations by the Sponsor in connection with the sale
of additional Units), the aggregate value of obligations in the
Series will be increased by amounts allocable to additional Units,
and the fractional undivided interest represented by each Unit in
the balance of the Series will be decreased.  Units will remain
outstanding until redeemed upon tender to the Trustee by a Holder,
which may include the Sponsor (see "Redemption") or until the
termination of the Indenture (see "Administration of the Fund -
Amendment and Termination") with respect to a Series.  

     INCOME AND YIELD - The economic effect of purchasing Units of
any Series is that the investor who holds his Units until maturity
of the underlying obligations should receive approximately a fixed
yield, not only on his original investment but on all earned
discount during the term of the obligations.  The assumed or
implicit automatic reinvestment of the portion of the yield
represented by earned discount differentiates this Fund from funds
comprised of customary debt payments which make periodic payments
of interest.  Accordingly, an investor in the Units, unlike an
investor in a fund comprised of interest bearing obligations paying
periodic interest, virtually eliminates the risk of being unable to
reinvest distributions at a rate as high as that at the time of the
initial investment, but will forgo the ability to reinvest at
higher rates which may be available in the future. 

     The Interest-Bearing Treasury Security deposited in each
Series includes an item of accrued but unpaid interest up to the
Initial Date of Deposit.  To avoid having a Holder pay this accrued
interest (which earns no return) when Units are purchased, the
Trustee pays this amount of accrued interest to the Sponsor as a
special distribution.  The Trustee will recover the amount of this
distribution from interest subsequently received on the
Interest-Bearing Treasury Security.  Although this obligation will
also accrue interest during the period between the Initial Date of
Deposit and the date of settlement for Units, the Sponsor
anticipates that any such amount of accrued interest will be
minimal and, therefore, will not be added to the Offering Price
indicated under "Investment Summary." Any accrued interest on
obligations deposited subsequent to the Initial Date of Deposit
which accrues prior to the deposit of such obligations will be paid
to the Sponsor as a special distribution, and no such interest
accruing between the date of deposit of such obligations and the
settlement date for Units offered for sale in connection with the
deposit of such obligations will be added to the Offering Price of
such Units. 

     The Offering Price of each Series will vary in accordance with
fluctuations in the prices of the obligations held by the Series. 
Changes in the Offering Prices will result in changes in the yields
to maturity. 

     TAXES - The following discussion relates only to direct
Holders of Units of the Fund and not to Policyowners.  If an
Account is the Holder, any taxable income will in effect be offset
by a deduction for an increase in reserves.  For information on tax
consequences to Policyowners, see the attached Prospectus for the
Policies. 

     In the opinion of Gordon Altman Butowsky Weitzen Shalov &
Wein, special counsel for the Sponsor, with respect to rendering
advice to direct Holders of Units, under existing law: 

     Each Series will not be considered an association taxable as
a corporation, but is classified as a trust for Federal income tax
purposes. 

     Each Series will be treated as a grantor trust for Federal
income tax purposes.  Each Holder of Units of a Series will be
considered the owner of a pro rata portion of each obligation in
such Series.  The total cost to a Holder for Units of a Series,
including sales charges, is allocated among its pro rata portion of
each obligation in such Series (in proportion to the fair market
value thereof on the date the Units are purchased) in order to
determine its tax cost for its pro rata portion of each obligation. 

     A Holder is required to treat its pro rata portion of each
Stripped Treasury Security in its Series as a bond that was
originally issued on the date the Holder purchased its Units at an
original issue discount equal to the excess of the stated
redemption price at maturity (or, in the case of a coupon, the
amount payable on the due date of such coupon) over the Holder's
tax cost of such Stripped Treasury Security as discussed above, and
to include annually in income a portion of such original issue
discount determined under a formula which takes into account the
compounding of interest. 

     Each Holder of a Series will be considered to have received
the income of its pro rata portion of the Interest-Bearing Treasury
Security when interest thereon is received by the Series.  Each
Holder of a Series will be considered to have paid its pro rata
share of expenses paid by its Series, including fees of the Trustee
and the Evaluator. 

     A Holder will recognize taxable gain (or loss) when all or
part of its pro rata portion of an obligation in its Series is
disposed of (i.e., if the Series sells the obligation or if the
Holder sells or redeems for cash all or some of its Units) for an
amount greater (or less) than its original tax cost therefor,
increased by the amount of amortized original issue discount
included in the Holder's gross income as discussed above.  Such
resulting gain or loss will be capital gain or loss (except in the
case of a dealer or financial institution), and will be long-term
capital gain if the Holder has held its Units for more than one
year.  However, a distribution to a Holder upon redemption of Units
made in kind by distributing obligations held by a Series will not
be a taxable event to the Holder or to nonredeeming Holders.  The
redeeming Holder's basis for any obligations distributed in kind
will be equal to its basis in such obligations (previously
represented by its Units) prior to such redemption, and its holding
period for such obligations will include the period during which it
held its Units.  However, a Holder may recognize taxable gain or
loss when the Holder sells the obligations so distributed for cash. 

     Under the income tax laws of the State and City of New York,
each Series is not an association taxable as a corporation, and
income received by the Series  will be treated as income of the
Holders of the Series in the same manner as for Federal income tax
purposes. 

                                  *  *  *

     The direct Holders of Units will be required for Federal
income tax purposes to include amounts in ordinary gross income in
advance of the receipt of the cash attributable to such income. 
Therefore, direct purchase of Units may be appropriate only for a
tax-deferred account which can have taxable income attributed in
advance of the receipt of the cash attributable to such income and
prior to the time that such income is earned. 

     After the end of each calendar year, the Trustee will furnish
to each such Holder a report from which the Holder may determine
the income received by its Series on its pro rata portion of the
Interest-Bearing Treasury Security and the Holder's pro rata
portion of the fees and expenses paid by its Series.  In order to
enable compliance with Federal and state tax reporting
requirements, Holders will be furnished upon request to the Trustee
with evaluations of obligations held by the Fund furnished to it by
the Evaluator (Section 4.01). 

     The foregoing discussion relates only to Federal and New York
income taxes.  Holders may also be subject to state and local
taxation in other jurisdictions. 

SALE OF UNITS

     OFFERING PRICE - The Offering Price of the Units of each
Series is computed by adding to the offering side evaluation of the
Units in such Series, divided by the number of Units of such Series
outstanding, the applicable transaction charge depending on the
remaining years to maturity of the Stripped Treasury Security in
the Series: 

                       Transaction Charge    Transaction Charge
Remaining              as Percentage         as Percentage of
Years to Maturity      of Offering Price     Net Amount Invested

Less than 2 years      0.25%                 0.251%

At least 2 years but   0.50%                 0.503%
  less than 3 years

At least 3 years but   0.75%                 0.756%
  less than 5 years

At least 5 years but   1.00%                 1.010% 
  less than 8 years

At least 8 years but   1.50%                 1.523% 
  less than 13 years

At least 13 years but  1.75%                 1.781% 
  less than 18 years

18 years or more       2.00%                 2.041%

     On Units sold to an Account, Monarch will initially pay the
transaction charge, which it may recover through an asset charge. 
(See the accompanying Prospectus for the Policies for further
information.) Except as  described under "Description of the Fund -
Income and Yield," a proportionate share of any accrued but
undistributed interest on the obligations at the date of delivery
of Units to the purchaser of Units is added to the Offering Price. 
The Offering Prices on the date of this Prospectus or on any
subsequent date will vary from the Offering Prices on the Initial
Date of Deposit in accordance with fluctuations in the offering
side evaluations of the underlying obligations of the Series. 
Amortization of discount will have the effect of increasing at any
particular time the offering side evaluation of the underlying
obligations. 

     The offering side evaluation of a Unit of a Series is computed
by adding: (a) the aggregate offering side evaluation of the
obligations determined by the Evaluator, (b) cash on hand in the
Series (other than cash deposited by the Sponsor for the purchase
of obligations), (c) accrued and unpaid interest as of the date of
computation and (d) all other assets of the Series; deducting
therefrom, to the extent it does not exceed the sum of (b), (c) and
(d) above, the sum of (x) taxes or other governmental charges
against the Series not previously deducted, (y) accrued fees and
expenses of the Trustee (including legal and auditing expenses),
the Evaluator and counsel, and certain other expenses, and (z) any
cash held for distribution to Holders of record as of a date prior
to the evaluation; and dividing the result by the number of Units
outstanding (Sections 4.01 and 5.01).  Any expenses in excess of
the sum of (b), (c) and (d) above shall be assumed by the Sponsor. 

     The aggregate offering side evaluation of the obligations
shall be determined by the Evaluator in the following manner: (a)
on the basis of current offering prices for the obligations, or (b)
if offering prices are not available for the obligations, on the
basis of current offering prices for comparable securities, or (c)
by determining the value of the obligations on the offering side of
the market by appraisal, or (d) by any combination of these three. 
The Evaluator may obtain current price information as to the
obligations from investment dealers or brokers (including those
affiliated with the Sponsor) which customarily deal in such
obligations. 

     The Offering Price is determined each business day during any
initial offering as of the Evaluation Time set forth under
"Investment Summary," effective for all sales made since the last
such evaluation and is made on the last business day of each week
during any period when there is no initial offering (i.e., when no
additional Units are being offered for sale), effective for all
sales made during the following week.  The Sponsor shall also cause
the aggregate value of each Series to be evaluated as of the
Evaluation Time (i) on each June 30 and December 31 (or the last
business day prior thereto), (ii) on the day on which any Unit is
tendered for redemption and (iii) at such other times as may be
necessary (Section 5.01). 

     COMPARISON OF OFFERING PRICE, SPONSOR'S REPURCHASE PRICE AND
REDEMPTION PRICE - On the date of the Investment Summary, the
Offering Prices per Unit (which includes the transaction charge)
and the Sponsor's Repurchase Prices per Unit (each based on the
offering side evaluation of obligations in each of the Series - see
"Offering Price" under this caption) exceeded the Redemption Prices
per Unit (based on the bid side evaluation thereof - see
"Redemption of Units") by the amounts set forth under "Investment
Summary." 

     Because the bid side evaluations of Units are lower than the
offering side evaluations thereof by the amounts set forth under
the Investment Summary and  for other reasons (including
fluctuations in the market prices of such obligations and the fact
that the Offering Prices include a transaction charge), the amount
realized by a Holder upon any redemption of Units may be less than
the price paid for such Units. 

     DISTRIBUTION - During the initial offering period (i) for
Units issued on the Initial Date of Deposit and (ii) for additional
Units issued after such date relating to additional obligations
deposited by the Sponsor, Units may be purchased by the Account at
the Offering Price by means of this Prospectus (except that, as
explained above, the transaction charge is initially paid by the
life insurance company).  The initial offering period in each case
will terminate on the date all newly issued Units are sold.  Upon
the completion of any initial offering, Units which may be acquired
in the secondary market may be offered to an Account by this
Prospectus at the secondary market Offering Prices (see "Market for
Units"), also less the transaction charge paid by the life
insurance company. 

     SPONSOR'S PROFITS - Upon the sale of the Units, the Sponsor
receives the transaction charge at the rates set forth above.  This
is the difference between the cost of the obligations to the Series
(which is based on the offering side evaluation of the obligations
deposited in the Series on the Initial Date of Deposit) and the
purchase price of such obligations to the Sponsor.  The Sponsor may
realize a profit or loss on the deposit of additional obligations
in the Series following the Initial Date of Deposit.  During the
initial offering period, and thereafter to the extent additional
Units continue to be offered for sale, the Sponsor also may realize
profits or sustain losses as a result of fluctuations in the
aggregate value of the obligations after the initial date of their
deposit, which will affect the Offering Price received by it on the
sale of Units.  Cash, if any, made available to the Sponsor prior
to the settlement dates for Units may be used in the Sponsor's
business and may be of benefit to the Sponsor. 

     In maintaining a market for the Units (see "Market for Units"
below), the Sponsor will also realize profits or sustain losses in
the amount of any difference between the prices at which it buys
Units and the prices at which it resells those Units (which include
the relevant transaction charge) or the prices at which it may
redeem such Units, as the case may be. 

MARKET FOR UNITS

     The Sponsor has undertaken to maintain a secondary market for
Units of each Series of the Fund at its own expense and
continuously to offer to purchase Units of each Series of the Fund
at prices, subject to change at any time, which will be computed on
the basis of the offering side of the market, taking into account
the same factors referred to in determining the offering side of
the market for purposes of the sale of Units (see "Sale of Units -
Offering Price").  During the initial offering period or
thereafter, on a given day, the price offered by the Trustee for
the redemption of Units shall be an amount not less than the
Redemption Price per Unit, based on the aggregate bid side
evaluation of obligations in the relevant Series on the date on
which the Units are tendered for redemption. 

     The Sponsor may redeem any Units it has purchased in the
secondary market if it determines it is undesirable to continue to
hold such Units in its inventory, provided that it has committed to
redeem Units only in an amount  substantially equal in value to the
value of one or more obligations so that uninvested cash generated
by such redemption is de minimis.  Factors that the Sponsor will
consider in making such a determination will include the number of
Units of all Series which it has in its inventory, the saleability
of such Units and its estimate of the time required to sell such
Units and general market conditions. 

REDEMPTION OF UNITS

     Although in most cases Units can be sold in the secondary
market that the Sponsor will maintain at prices which will exceed
the Redemption Price per Unit (see below), Units may also be
redeemed at the corporate trust office of the Trustee upon tender
of Certificates, if issued, or accompanied (in the case of
uncertificated Units) by such documents as the Trustee may
reasonably require, and payment of any relevant tax without any
other fee (Section 5.02).  Any Certificates tendered for redemption
must be properly endorsed or accompanied by a written instrument or
instruments of transfer. 

     The Trustee will redeem Units in cash or, if requested in
writing by the Holder to the Trustee, "in kind".  Not later than
the seventh calendar day following a tender of Units for redemption
(or if the seventh calendar day is not a business day, on the last
business day prior thereto), a Holder will be paid an amount per
Unit in cash (or if redemption in kind has been requested, will be
paid in obligations and cash, as described below) equal to the
Redemption Price per Unit as determined as of the Evaluation Time
next following such tender.  The Redemption Price per Unit for in
kind distributions (the "In Kind Distribution") will take the form
of the distribution of whole obligations represented by the
fractional undivided interest in the applicable Series of the Units
tendered for redemption (based upon the Redemption Price per Unit)
plus any cash for amounts less than a whole obligation (Section
5.02).  Because the Sponsor has undertaken to maintain a secondary
market for Units of each Series, at prices based on the offering
side evaluation per Unit which is likely to exceed the redemption
price per Unit, the Sponsor will repurchase any Units tendered for
redemption in cash no later than the close of business on the
business day following the tender. 

     If the tendering Holder requests distribution in kind, the
Trustee shall sell any portion of the In Kind Distribution
represented by fractional interests in accordance with the
instructions of the tendering Holder and distribute net cash
proceeds to the tendering Holder together with certificates
representing whole obligations comprising the In Kind Distribution. 
In implementing these redemption procedures, the Trustee shall make
any adjustments necessary to reflect differences between the
Redemption Price of the Units and the value of the In Kind
Distribution as of the date of tender. 

     The Trustee is empowered to sell obligations held by the
Series in order to make funds available for cash redemptions
(Section 5.02).  The obligations to be sold by the Trustee will be
selected from a list supplied by the Sponsor.  Obligations will be
chosen for this list by the Sponsor on the basis of such market and
credit factors as it may determine are in the best interests of the
relevant Series.  Provision is made under the Indenture for the
Sponsor to specify minimum face amounts in which blocks of
obligations are to be sold in order to obtain the best available
prices.  While such minimum amounts may vary from time to time in
accordance with market conditions, the Sponsor  believes that the
minimum face amounts that would be specified would range from
$25,000 to $100,000. 

     To the extent that obligations are redeemed in kind or sold,
the size of the relevant Series will be reduced.  Sales will
usually be required at a time when obligations would not otherwise
be sold and may result in lower prices than might otherwise be
realized.  In addition, because of the minimum face amounts in
which obligations are required to be sold, the proceeds of sale
may, if the Sponsor fails to adhere to its commitment described
above, exceed the amount required at the time to redeem Units. 
Such excess proceeds will be distributed ratably to Holders (see
"Administration of the Fund - Accounts and Distributions").  The
price received upon redemption may be more than or less than the
amount paid by the Holder depending on the value of the obligations
in the Trust at the time of redemption. 

     The right to redemption may be suspended and payment postponed
for any period (1) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or
(2) during which, as determined by the Securities and Exchange
Commission (i) trading on that Exchange is restricted or (ii) an
emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (3) for such other
periods as the Securities and Exchange Commission may permit
(Section 5.02). 

     Redemption Price per Unit is computed by the Trustee as of the
Evaluation Time on each June 30 and December 31 (or the last
business day prior thereto), on any day on which the New York Stock
Exchange is open or on any other day in which there is a sufficient
degree of trading in the obligations held by a Series that the
Redemption Price for Units of such Series might be materially
affected, as of the Evaluation Time next following the tender of
any Unit for redemption, and on any other business day desired by
the Trustee or the Sponsor, on the bid side of the market, taking
into account the same factors referred to in determining the
offering side evaluation for purposes of sales of Units (see "Sale
of Units - Offering Price"). 

     While obligations of the type held by the Series involve
minimal risk of loss of principal, the market value of such
obligations and Redemption Prices per Unit can be expected to
fluctuate during the period of an investment in the Fund due to
variations in interest rates. 

EXPENSES AND CHARGES

     INITIAL EXPENSES - All expenses incurred in establishing the
Fund and the initial offering of Units and any additional Units,
including the cost of the initial preparation, printing and
execution of the Indenture and the Certificates, the initial fees
and expenses of the Trustee, fees of the Evaluator during the
initial offering and the initial offering of additional Units,
legal expenses, advertising and selling expenses and any other out-
of-pocket expenses, will be paid by the Sponsor at no charge to the
Fund. 

     SPONSOR'S FEES - The Sponsor receives no fee from the Series
for its services as such.  However, while the transaction charge
paid by the life insurance company to the Sponsor is not directly
charged to the Account, because of the asset charge by the life
insurance company assessed against the Account, Policyowners will
indirectly bear these charges (see "Expenses Charged to Divisions
Investing in the Trust" in the accompanying Prospectus). 

     FEES - The Trustee's and Evaluator's fees are set forth under
"Investment Summary." The Trustee's fees, payable in semi-annual
installments, are based on the face amount of obligations in a
Series at the beginning of each semi-annual period.  Certain
regular and recurring expenses of each Series, including the
Evaluator's fee and certain mailing and printing expenses, are
borne by the Trustee; provided that the Trustee shall not be
obligated to bear expenses in excess of an amount specified in the
Indenture with regard to any calendar year for the Series (or in
excess of a prorated portion of such amount in regard to periods of
less than one year) and any such amount so paid by the Trustee
shall be reimbursed to the Trustee pursuant to Section 6.05 of the
Indenture.  Expenses in excess of that amount will be borne by the
Series.  The Trustee also receives benefits to the extent that it
holds funds on deposit in the various non-interest bearing accounts
created under the Indenture. 

     OTHER CHARGES - These include: (a) fees of the Trustee for
extraordinary services (Section 6.05 of the Indenture), (b) certain
expenses of the Trustee (including legal and auditing expenses) and
of counsel designated by the Sponsor (Sections 3.05, 3.10, 6.01(E)
and 6.05), (c) various governmental charges (Sections 3.04 and
6.01(H)), (d) expenses and costs of any action taken to protect any
Series (Section 6.01(D)), (e) indemnification of the Trustee for
any loss, liabilities and expenses incurred in the absence of gross
negligence, bad faith or willful misconduct on its part (Section
6.05), and (f) indemnification of the Sponsor for any loss,
liabilities and expenses incurred in the absence of gross
negligence, bad faith, willful misconduct or reckless disregard of
its duties (Section 8.03(B)).  The amounts of these charges and
fees are secured by a lien on the relevant Series (Section 6.05). 
If the balances in the Income and Capital Account of a Series (see
below) are insufficient to provide for amounts payable by the
Series, the Sponsor will pay such excess expenses, although the
Trustee has the power to sell obligations of such Series to pay
such amounts (Section 6.05). 

ADMINISTRATION OF THE FUND

     RECORDS - The Trustee keeps records of transactions of the
Fund at its corporate trust office, including a current list of the
obligations held by each Series and a copy of the Indenture.  Such
records are available to record Holders for inspection at
reasonable times during business hours (Sections 6.02 and 6.04). 

     ACCOUNTS AND DISTRIBUTIONS - The terms of the obligations held
by the Series provide for payments to be made to holders of such
obligations (including the Fund) upon their maturities. 
Interest-Bearing Treasury Securities held by the Series, including
that part of the proceeds of any disposition of any such Security
which represents accrued interest and any late payment penalties,
is credited to an Income Account and all other receipts are
credited to a Capital Account (Sections 3.02 and 3.03).  
Distributions to Holders as of the Record Date normally will be
made on the following Distribution Date and shall consist of an
amount substantially equal to each Holder's pro rata share of the
distributable cash balance in the Income and Capital Accounts
computed as of the close of business on the Record Date.  The
Distribution Date for each Series shall be the next business day
following the maturity of the obligations in that Series'
Portfolio.  The Record Date shall be the business day immediately
preceding the Distribution Date. 

     The amount to be distributed may change as obligations are
exchanged, paid or sold.  Proceeds received from the disposition of
any of the obligations which are not used for redemption payments
will be held in the Capital Account (Section 3.05).  However, the
Sponsor will maintain a secondary market and has undertaken to
redeem Units purchased in that market only when the value of such
Units in the aggregate substantially equals the value of an
obligation held in the relevant Series.  Amounts, if any, in the
Income Account of a Series will be distributed to Holders pro rata
upon termination of the Series.  A Reserve Account may be created
by the Trustee by withdrawing from the Income or Capital Accounts,
from time to time, such amounts as it deems requisite to establish
a reserve for any taxes or other governmental charges that may be
payable out of the Series (Section 3.04).  Funds held by the
Trustee in the various accounts created under the Indenture do not
bear interest (Section 6.01). 

     PORTFOLIO SECURITIES - The Sponsor may direct the disposition
of obligations upon default in payment of principal or interest,
institution of certain legal proceedings, default in payment of
principal of or interest on other obligations of the same issuer,
or decline in price or the occurrence of other market or credit
factors that in the opinion of the Sponsor would make the retention
of such obligations detrimental to the interest of the Holders of
a Series (Section 3.08).  If such a default in the payment of
principal or interest on any of the obligations occurs and if the
Sponsor fails to instruct the Trustee to sell or hold such
obligations, the Indenture provides that the Trustee may, within 30
days of such failure by the Sponsor, sell such Securities (Section
3.11).  The Sponsor is required by the Indenture to direct the
Trustee to reject any offer made by an issuer to issue new
obligations in exchange and substitution for any obligations held
by the Fund pursuant to a refunding or refinancing plan. 

     REPORTS TO HOLDERS - The Trustee will furnish Holders of
record with each distribution a statement of the amounts of
interest and other receipts which are being distributed, expressed
in each case as a dollar amount per Unit.  After the end of each
calendar year, the Trustee will furnish to Holders of record a
statement (i) summarizing transactions for such year in the Income,
Capital and Reserve Accounts of the Series, (ii) identifying
obligations sold and purchased during such year and listing
obligations held at the end of such year by the Series, (iii)
stating the Series' Redemption Price per Unit based upon the
computation thereof made at the end of such year, (iv) specifying
the amounts, if any, distributed during such year from the Series'
Income and Capital Accounts and (v) certain other information.  The
accounts of each Series shall be audited at least annually by
independent certified public accountants designated by the Sponsor,
and the report of such accountants shall be furnished by the
Trustee to Holders upon request (Section 6.01(E)). 

     AMENDMENT AND TERMINATION - The Sponsor and Trustee may amend
the Indenture without the consent of Holders (a) to cure any
ambiguity or to correct or supplement any provision thereof which
may be defective or inconsistent, (b) to change any provision
thereof as may be required by the Securities and Exchange
Commission or any successor governmental agency, (c) to permit the
deposit of additional obligations with respect to the issuance of
additional Units, or (d) to make such other provisions as shall not
adversely affect the interest of Holders (as determined in good
faith by the Sponsor).  The Indenture may also be amended in any
respect by the Sponsor and Trustee, or any of the provisions
thereof may be waived, with the consent of  the Holders of 51% of
the Units then outstanding, provided that no such amendment or
waiver will reduce the interest in any Series of any Holder without
the consent of such Holder or reduce the percentage of Units
required to consent to any such amendment or waiver without the
consent of all Holders.  The Trustee must promptly notify Holders
of the substance of any such amendment (Section 9.01). 

     The Indenture will terminate with respect to a Series upon the
earlier of the maturity, redemption, sale or other disposition of
the last Security held in a Series or the mandatory termination
date.  The Indenture as to any Series may be terminated by the
Sponsor if the value of the Series is less than the minimum value
set forth under "Investment Summary" and may be terminated at any
time by Holders of 51% of the Units (Sections 6.01(G) and 9.02). 
The Trustee will deliver written notice of any termination to each
Holder within a reasonable period of time prior to such
termination, specifying the times at which the Holders may
surrender their Certificates, if issued, for cancellation.  Within
a reasonable period of time after such termination, the Trustee
must sell all of the obligations then held in the Series so
terminated and distribute to each Holder, upon surrender for
cancellation of its Certificates, if any, and after deductions of
accrued and unpaid fees, taxes and governmental and other charges,
such Holder's interest in the Income and Capital Accounts (Section
9.02).  Such distribution will normally be made by mailing a check
in the amount of each Holder's interest in such accounts to the
address of such Holder appearing on the record books of the
Trustee. 

RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY

     THE TRUSTEE - The Trustee or any successor may resign upon
notice to the Sponsor.  The Trustee may be removed upon the
direction of the Holders of 51% of the Units at any time or by the
Sponsor without the consent of any of the Holders if it becomes
incapable of acting or becomes bankrupt or its affairs are taken
over by public authorities.  Such resignation or removal shall
become effective upon the acceptance of appointment by the
successor.  In case of such resignation or removal, the Sponsor is
to use its best efforts to appoint a successor promptly and if upon
resignation of the Trustee, no successor has accepted appointment
within thirty days after notification, the Trustee may apply to a
court of competent jurisdiction for the appointment of a successor
(Section 6.06).  The Trustee shall be under no liability for any
action taken in good faith in reliance on prima facie properly
executed documents or for the disposition of monies or obligations,
nor shall it be liable or responsible in any way for depreciation
or loss incurred by reason of the sale of any obligation.  However,
this provision shall not protect the Trustee in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of
its obligations and duties.  In the event of the failure of the
Sponsor to act, the Trustee may act under the Indenture and shall
not be liable for any such action taken in good faith.  The Trustee
shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the obligations or upon the
interest thereon.  In addition, the Indenture contains other
customary provisions limiting the liability of the Trustee
(Sections 3.08, 3.11, 6.01 and 6.05). 

     THE EVALUATOR - The Evaluator may resign or may be removed by
the Sponsor, effective upon the acceptance of appointment by its
successor; the Sponsor is to use its best efforts to appoint a
successor promptly.  If upon resignation of the Evaluator, no
successor has accepted appointment within  thirty days after
notification, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor (Section 4.04). 
Determinations by the Evaluator under the Indenture shall be made
in good faith upon the basis of the best information available to
it; provided however, that the Evaluator shall be under no
liability to the Trustee, the Sponsor or the Holders for errors in
judgment.  However, this provision shall not protect the Evaluator
in cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties (Section 4.03). 
The Trustee, the Sponsor and the Holders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the
accuracy thereof. 

     THE SPONSOR - If the Sponsor fails to perform its duties or
becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (a) appoint
a successor Sponsor at rates of compensation deemed by the Trustee
to be reasonable and as may not exceed amounts prescribed by the
Securities and Exchange Commission, (b) terminate the Indenture and
liquidate the Fund or (c) continue to act as Trustee without
terminating the Indenture (Section 6.01(F)).  The Sponsor shall be
under no liability to the Fund or to the Holders for taking any
action or for refraining from taking any action in good faith or
for errors in judgment and shall not be liable or responsible in
any way for depreciation or loss incurred by reason of the sale of
any obligation.  However, this provision shall not protect the
Sponsor in cases of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties
(Section 8.03).  The Sponsor and its successors are jointly and
severally liable under the Indenture.  The Sponsor may transfer all
or substantially all of its assets to a corporation or partnership
which carries on its business and duly assumes all of its
obligations under the Indenture and in such event it shall be
relieved of all further liability under the Indenture (Section
8.02). 

ADDITIONAL INFORMATION

     TRUSTEE - The Trustee is The Chase Manhattan Bank, N.A., a
banking corporation with its corporate trust office at 770
Broadway, New York, New York 10003, which is subject to supervision
by the Comptroller of the Currency, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve
System. 

     LEGAL OPINION - The legality of the Units has been passed upon
by Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West 47th
Street, New York, New York 10036, as special counsel for the
Sponsor.  Carter, Ledyard & Milburn, 2 Wall Street, New York, New
York 10015, act as counsel for the Trustee. 

     AUDITORS - The Financial Statements of Series A through F,
including the respective Portfolios included herein, and the
Financial Statement of the Sponsor have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports
appearing herein, and are included in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing. 


     SPONSOR - The Sponsor (a New York corporation), is a wholly-
owned subsidiary of OppenheimerFunds, Inc. ("OFI"), and is the
general distributor of shares of certain of the registered
investment companies (commonly known as "mutual funds") managed by
OFI and its subsidiaries.  Financial Statements  of the Sponsor are
included in this Prospectus.  See the accompanying Prospectus of
Oppenheimer Variable Account Funds for further information on OFI
and the Oppenheimer funds. 


<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Independent Auditors' Report

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


We have audited the accompanying statements of condition,  including the related
portfolios of the 2000 Series and the 2005 Series of the Oppenheimer Zero Coupon
U.S.  Treasuries  Trust,  Series  A, as of  December  31,  1995 and the  related
statements of operations  and changes in net assets,  including the 1995 Series,
for the years ended December 31, 1995, 1994 and 1993. These financial statements
are the  responsibility  of the Trust's  management.  Our  responsibility  is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series A at December 31,  1995,  and the results of its  operations  and
changes in its net assets,  for the above stated  periods,  in  conformity  with
generally accepted accounting principles.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Condition as of December 31, 1995

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

<TABLE>
<CAPTION>

                                                               2000         2005
                                                             Series       Series

- --------------------------------------------------------------------------------
<S>                                                      <C>          <C>       
Trust Property
Investment in marketable securities (see Portfolios) .   $4,947,694   $2,480,298
Cash .................................................        6,469        6,388
Accrued interest receivable ..........................         --          1,179
                                                         ----------   ----------

              Total trust property ...................    4,954,163    2,487,865
Less Liabilities .....................................        6,469        7,567
                                                         ----------   ----------

Net Assets - Note 2 ..................................   $4,947,694   $2,480,298
                                                         ==========   ==========

Units Outstanding ....................................    6,317,200    4,190,859
                                                         ==========   ==========

Unit Value ...........................................   $   .78321   $   .59184
                                                         ==========   ==========


</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>

                                                                    1995 Series
                                                     ------------------------------------
                                                          1995         1994         1993
<S>                                                  <C>          <C>          <C>      
Investment Income:
Interest Income ..................................   $     544    $   1,519    $   1,745
Accretion of original issue discount .............     115,462      313,348      308,088
Trustee's fees and expenses - Note 3 .............        (544)      (1,519)      (1,745)
                                                     ---------    ---------    ---------
Net investment income ............................     115,462      313,348      308,088

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions .........      44,727       19,535        4,281

Net change in unrealized appreciation
    of investments ...............................     (44,727)    (227,102)    (101,947)
                                                     ---------    ---------    ---------

Net gain (loss) on investments ...................           0     (207,567)     (97,666)
                                                     ---------    ---------    ---------

Net Increase in Net Assets Resulting
    from Operations ..............................   $ 115,462    $ 105,781    $ 210,422
                                                     =========    =========    =========

</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)

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

<TABLE>
<CAPTION>

                                                                   2000 Series                             2005 Series
                                                      -----------------------------------    -----------------------------------
                                                          1995        1994          1993         1995         1994         1993

- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>          <C>          <C>          <C>      
Investment Income:
Interest Income ..................................   $   1,763    $   3,320    $   4,001    $   1,838    $   1,723    $   2,240
Accretion of original issue discount .............     355,702      391,867      431,009      150,094      138,092      167,463
Trustee's fees and expenses - Note 3 .............      (1,763)      (3,320)      (4,001)      (1,838)      (1,723)      (2,240)
                                                     ---------    ---------    ---------    ---------    ---------    ---------
Net investment income ............................     355,702      391,867      431,009      150,094      138,092      167,463

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions .........      88,501      217,516      140,068         --         88,245       92,226

Net change in unrealized appreciation
    of investments ...............................     433,005     (967,987)     299,144      435,195     (424,886)     214,645
                                                     ---------    ---------    ---------    ---------    ---------    ---------

Net gain (loss) on investments ...................     521,506     (750,471)     439,212      435,195     (336,641)     306,871
                                                     ---------    ---------    ---------    ---------    ---------    ---------

Net Increase (Decrease) in Net Assets Resulting
    from Operations ..............................   $ 877,208    $(358,604)   $ 870,221    $ 585,289    $(198,549)   $ 474,334
                                                     =========    =========    =========    =========    =========    =========

</TABLE>

See Notes to Financial Statements.


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
For the Years Ended December 31, 1995,  1994 and 1993

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

<TABLE>
<CAPTION>

                                                                                        1995 Series
                                                                         ------------------------------------------
                                                                               1995          1994             1993

- -------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C>        
Operations:
    Net investment income ............................................   $   115,462    $   313,348    $   308,088
    Realized gain on securities transactions .........................        44,727         19,535          4,281
    Net unrealized appreciation  (depreciation) of  investments ......       (44,727)      (227,102)      (101,947)
                                                                         -----------    -----------    -----------

    Net increase in net assets resulting from operations .............       115,462        105,781        210,422
Capital Share
  Transactions - Note 4
    Issuance of Units ................................................          --           25,325           --
    Redemption of Units ..............................................    (3,334,225)      (615,786)       (54,412)
                                                                         -----------    -----------    -----------

    Net increase (decrease) in
      net assets .....................................................    (3,218,763)      (484,680)       156,010
Net Assets:
    Beginning of period ..............................................   $ 3,218,763    $ 3,703,443      3,547,433
                                                                         -----------    -----------    -----------

    End of period ....................................................   $         0    $ 3,218,763    $ 3,703,443
                                                                         ===========    ===========    ===========

</TABLE>

See Notes to Financial Statements.




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Statements of Changes in Net Assets
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)

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

<TABLE>
<CAPTION>
                                                  2000 Series                            2005 Series
                                      -----------------------------------   ---------------------------------------
                                         1995         1994         1993        1995          1994          1993

- -------------------------------------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>         <C>           <C>          <C>
Operations:
    Net investment income .........  $  355,702   $  391,867   $  431,009   $  150,094   $  138,092   $   167,463
    Realized gain on securities
      transactions ................      88,501      217,516      140,068          --        88,245        92,226
Net unrealized appreciation
      (depreciation) of
      investments .................     433,005     (967,987)     299,144      435,195     (424,886)      214,645
                                     -----------   -----------   --------     --------    ---------   -----------

    Net increase (decrease) in 
      net assets resulting from
      operations ...                    877,208     (358,604)     870,221      585,289    (198,549)      474,334
Capital Share
  Transactions - Note 4
    Issuance of Units .............     201,027          --       130,275      203,754     101,879          --
Redemption of Units ...............    (734,385)  (1,274,581)    (646,397)         --     (559,832)     (470,251)
                                     ----------   ----------   ----------  -----------   ---------   -----------

    Net increase (decrease) in
      net assets ..................     343,850   (1,633,185)     354,099      789,043    (656,502)        4,083
Net Assets:
    Beginning of period ...........   4,603,844    6,237,029    5,882,930   $1,691,255   2,347,757     2,343,674
                                     ----------   ----------   ----------  -----------  ----------    -----------

    End of period .................  $4,947,694   $4,603,844   $6,237,029   $2,480,298  $1,691,255   $2,347,757
                                     ==========   ==========   ==========   ==========  ==========   ==========

</TABLE>


See Notes to Financial Statements.


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993

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


1.  Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a) Securities  are stated at value as determined by the Evaluator  based on bid
    side evaluations for the securities.

(b) Cost  of securities  have been adjusted to include the accretion of original
    issue discount on the Stripped Treasury Securities.

2.  Net Capital

<TABLE>
<CAPTION>

                                                                                   December 31,
                                                                       -----------------------------------
                                                                         1995           1994          1993
                                                                         ----           ----          ----

<S>                                                                         <C>         <C>         <C>   
1995 Series
Cost of 3,289,707 and 3,904,361 Units, respectively...................              $1,540,647  $1,838,780
Less sales charge.....................................................                  23,878      25,358
                                                                                    ----------  ----------

Net amount applicable to certificateholders...........................               1,516,769   1,813,422
Accretion of original issue discount..................................               1,657,267   1,618,192
Net unrealized appreciation of investments............................                  44,727     271,829
                                                                                    ----------  -----------

Net capital applicable to certificateholders..........................              $3,218,763  $3,703,443
                                                                                    ==========  ==========

2000 Series
Cost of 6,317,200, 7,078,028 and 8,963,103 Units, respectively .......  $2,646,690  $2,813,369  $3,421,333
Less sales charge ....................................................      14,678      19,997      32,898
                                                                        ----------  ----------  ----------
Net amount applicable to certificateholders ..........................   2,632,012   2,793,372   3,388,435

Accretion of original issue discount .................................   1,648,079   1,575,873   1,646,008
Net unrealized appreciation of investments ...........................     667,604     234,599   1,202,586
                                                                        ----------  ----------  ----------
Net capital applicable to certificateholders .........................  $4,947,694  $4,603,844  $6,237,029
                                                                        ==========  ==========  ==========

2005 Series
Cost of 4,190,859, 3,768,568 and 4,728,778 Units, respectively .......  $1,297,142  $1,090,285  $1,321,058
Less sales charge ....................................................      24,133      21,030      28,042
                                                                        ----------  ----------  ----------
Net amount applicable to certificateholders ..........................   1,273,009   1,069,255   1,293,016

Accretion of original issue discount .................................     623,473     473,379     481,234
Net unrealized appreciation of investments ...........................     583,816     148,621     573,507
                                                                        ----------  ----------  ----------
Net capital applicable to certificateholders .........................  $2,480,298  $1,691,255  $2,347,757
                                                                        ==========  ==========  ==========

</TABLE>


3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)

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


4. Capital Share Transactions

Issuance

Additional  Units were issued by the Fund during the years  ended  December  31,
1995, 1994, and 1993 as follows:

<TABLE>
<CAPTION>

Series                                       1995          1994          1993
- ------                                       ----          ----          ----
<S>                                         <C>            <C>           <C>
   1995  .....................                    -        26,113             -
   2000  .....................              278,488            -        201,075
   2005  .....................              422,291       226,227             -

</TABLE>

Redemption

During 1995,  1994 and 1993, the Sponsor  elected to redeem Units of the Fund as
follows:

<TABLE>
<CAPTION>

Series                                       1995           1994         1993
- ------                                       ----           ----         ----
<S>                                        <C>            <C>            <C> 
   1995  ......................                    -        640,767       60,260
   2000  ......................            1,039,316      1,885,075      995,319
   2005  ......................                    -      1,186,437    1,010,482


</TABLE>

The total proceeds were remitted to the Sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that each Series will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury  Securities which are non-interest  bearing. In May of 1995 Series 1995
matured and distributions of $3,306,500 were made.




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series A
Portfolios as of December 31, 1995

<TABLE>
<CAPTION>

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

Series No. and                        Coupon                 Face       Adjusted
Title of Securities                    Rates   Maturities   Amount        Cost       Value (*)

- ----------------------------------------------------------------------------------------------
<S>                                     <C>     <C>       <C>          <C>          <C>
2000 Series
   Stripped Treasury Securities            0%   8-15-00   $6,317,200   $4,280,090   $4,947,694
                                                          ==========   ==========   ==========

2005 Series
   Stripped Treasury Securities            0%   5-15-05   $4,168,125   $1,875,571   $2,455,234
   U.S. Treasury Notes ........         8.25%   5-15-05       22,734       20,911       25,064
                                                          ----------   ----------   ----------

         Total ................                           $4,190,859   $1,896,482   $2,480,298
                                                          ==========   ==========   ==========

</TABLE>


- -------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:

<TABLE>
<CAPTION>

                             Series             Amount
                             ------             ------

                              <S>              <C> 
                              2000             4,956,608
                              2005             2,489,274

</TABLE>


See Notes to Financial Statements.



<PAGE>

Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Independent Auditors' Report

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


We have audited the accompanying statements of condition,  including the related
portfolios of the 1996 Series and the 2006 Series of the Oppenheimer Zero Coupon
U.S.  Treasuries  Trust,  Series  B, as of  December  31,  1995 and the  related
statements of operations  and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial  statements are the  responsibility  of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series B at  December  31, 1995 and the  results of its  operations  and
changes in its net assets  for the above  stated  periods,  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Condition as of December 31, 1995

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                                                            1996           2006
                                                           Series        Series
- --------------------------------------------------------------------------------
<S>                                                      <C>          <C>       
Trust Property
Investment in marketable securities (see Portfolios) .   $1,984,045   $1,471,967
Cash .................................................        2,941        4,032
Accrued interest receivable ..........................         --            447
                                                         ----------   ----------

              Total trust property ...................    1,986,986    1,476,446
Less Liabilities .....................................        2,941        4,479
                                                         ----------   ----------

Net Assets - Note 2 ..................................   $1,984,045   $1,471,967
                                                         ==========   ==========

Units Outstanding ....................................    1,996,283    2,643,019
                                                         ==========   ==========

Unit Value ...........................................   $   .99387   $   .55693
                                                         ==========   ==========

</TABLE>

See Notes to Financial Statements.




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>
                                                                             1996 Series
                                                               -------------------------------------
                                                                  1995          1994          1993
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>          <C>      
Investment Income:
Interest Income ............................................   $     783    $     896    $     896
Accretion of original issue discount .......................     148,374      137,229      126,935
Trustee's fees and expenses - Note 3 .......................        (783)        (896)        (896)
                                                               ---------    ---------    ---------
Net investment income ......................................     148,374      137,229      126,935

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ...................        --           --           --

Net change in unrealized appreciation
     of investments ........................................      (1,121)    (120,896)       8,942
                                                               ---------    ---------    ---------

Net gain (loss) on investments .............................      (1,121)    (120,896)       8,942
                                                               ---------    ---------    ---------

Net Increase in Net Assets Resulting
     from Operations .......................................   $ 147,253    $  16,333    $ 135,877
                                                               =========    =========    =========

</TABLE>

<TABLE>
<CAPTION>
                                                                             2006 Series
                                                               -------------------------------------
                                                                  1995         1994         1993
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>          <C>      
Investment Income:
Interest Income ............................................   $   1,181    $   1,254    $   1,439
Accretion of original issue discount .......................      90,865       90,387       94,089
Trustee's fees and expenses - Note 3 .......................      (1,181)      (1,254)      (1,439)
                                                               ---------    ---------    ---------
Net investment income ......................................      90,865       90,387       94,089

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ...................       1,973       41,479        8,786

Net change in unrealized appreciation
     of investments ........................................     281,043     (253,202)     176,267
                                                               ---------    ---------    ---------

Net gain (loss) on investments .............................     283,016     (211,723)     185,053
                                                               ---------    ---------    ---------

Net Increase (Decrease) in Net Assets Resulting
      from Operations ......................................   $ 373,881    $(121,336)   $ 279,142
                                                               =========    =========    =========

</TABLE>

See Notes to Financial Statements.


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Statements of Changes in Net Assets
For the Years Ended December 31, 1995,  1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                            1996 Series
                                                                         ------------------------------------------
                                                                              1995          1994            1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C>
Operations:
   Net investment income .............................................   $   148,374    $   137,229    $   126,935
   Realized gain on securities transactions ..........................          --             --             --
   Net unrealized appreciation (depreciation) of investments .........        (1,121)      (120,896)         8,942
                                                                         -----------    -----------    -----------

   Net increase in net assets resulting from operations ..............       147,253         16,333        135,877
Capital Share
  Transactions - Note 4
   Redemption of Units ...............................................        (8,970)          --             --
                                                                         -----------    -----------    -----------

   Net increase (decrease) in
      net assets.....................................................        138,283         16,333        135,877
Net Assets:
   Beginning of period ...............................................     1,845,762      1,829,429      1,693,552
                                                                         -----------    -----------    -----------

   End of period .....................................................   $ 1,984,045    $ 1,845,762    $ 1,829,429
                                                                         ===========    ===========    ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                                            2006 Series
                                                                         ------------------------------------------
                                                                              1995          1994            1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C> 
Operations:
   Net investment income .............................................   $    90,865    $    90,387    $    94,089
   Realized gain on securities transactions ..........................         1,973         41,479          8,786
   Net unrealized appreciation (depreciation) of investments .........       281,043       (253,202)       176,266
                                                                         -----------    -----------    -----------

   Net increase (decrease) in net assets resulting from operations ...       373,881       (121,336)       279,141

Capital Share
   Transactions - Note 4
   Redemption of Units ...............................................       (16,208)      (244,993)       (51,719)
                                                                         -----------    -----------    -----------

   Net increase (decrease) in
     net assets ......................................................       357,673       (366,329)       227,422
Net Assets:
   Beginning of period ...............................................     1,114,294      1,480,623      1,253,201
                                                                         -----------    -----------    -----------

   End of period .....................................................   $ 1,471,967    $ 1,114,294    $ 1,480,623
                                                                         ===========    ===========    ===========
</TABLE>

See Notes to Financial Statements.


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993

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


1. Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a)     Securities are stated at value as determined by the Evaluator  based  on
        bid side evaluations for the securities.

(b)     Cost of  securities  have been  adjusted  to include  the  accretion  of
        original issue discount on the Stripped Treasury Securities.

2. Net Capital

<TABLE>
<CAPTION>
                                                                   December 31,
                                                      ------------------------------------
                                                         1995          1994         1993
                                                         ----          ----         ----
<S>                                                   <C>          <C>          <C>
1996 Series
Cost of 1,996,283, 2,004,095, and 2,004,095  Units,
   respectively ...................................   $  982,265   $  991,255   $  991,255
Less sales charge .................................       15,989       16,008       16,009
                                                      ----------   ----------   ----------

Net amount applicable to certificateholders .......      966,276      975,247      975,246
Accretion of original issue discount ..............    1,010,472      862,097      724,869
Net unrealized appreciation of investments ........        7,297        8,418      129,314
                                                      ----------   ----------   ----------

Net capital applicable to certificateholders ......   $1,984,045   $1,845,762   $1,829,429
                                                      ==========   ==========   ==========


2006 Series
Cost of 2,643,019, 2,678,166 and 3,220,427 Units,
   respectively ...................................   $  764,716   $  775,044   $  934,290
Less sales charge .................................        7,419        7,664       11,338
                                                      ----------   ----------   ----------
Net amount applicable to certificateholders .......      757,297      767,380      922,952

Accretion of original issue discount ..............      377,947      291,234      248,789

Net unrealized appreciation of investments ........      336,723       55,680      308,882
                                                      ----------   ----------   ----------

Net capital applicable to certificateholders ......   $1,471,967   $1,114,294   $1,480,623
                                                      ==========   ==========   ==========
</TABLE>



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)

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


3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.

4. Capital Share Transactions

Issuance

Additional  Units were issued by the Fund during the periods ended  December 31,
1995, 1994 and 1993 as follows:

<TABLE>
<CAPTION>
                                          1995           1994            1993
                                          ----           ----            ----
        <S>                               <C>             <C>             <C>
        1996....................            -              -                -
        2006....................            -              -                -
</TABLE>

Redemption

During 1995,  1994 and 1993, the Sponsor  elected to redeem units of the Fund as
follows:

<TABLE>
<CAPTION>
                                        1995             1994            1993
                                        ----             ----            ----
        <S>                            <C>              <C>              <C>
        1996....................        7,812                -                 -
        2006....................       35,147           542,260          125,523
</TABLE>

The total proceeds were remitted to the sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that each Series will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury Securities which are non-interest bearing.


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series B
Portfolios as of December 31, 1995

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Series No. and                          Coupon              Face         Adjusted
Title of Securities                      Rates  Maturities  Amount         Cost       Value (*)
- ----------------------------------------------------------------------------------------------
<S>                                        <C>  <C>       <C>          <C>          <C>       
1996 Series
   Stripped Treasury Securities            0%   2-15-96   $1,996,282   $1,976,748   $1,984,045
                                                          ==========   ==========   ==========


2006 Series
   Stripped Treasury Securities            0%   2-15-06   $2,632,000   $1,122,041   $1,456,812
   U.S. Treasury Notes ........        10.75%   8-15-05       11,019       13,203       15,155
                                                          ----------   -----------  ----------

        Total..................                           $2,643,019    $1,135,244  $1,471,967
                                                          ==========   ===========  ==========
</TABLE>

- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
    were as follows:

<TABLE>
<CAPTION>
                  Series                                  Amount
                  ------                                  ------
                   <S>                                  <C>
                   1996.................................$1,984,139
                   2006................................. 1,477,711
</TABLE>

See Notes to Financial Statements.


 
<PAGE>

Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Independent Auditors' Report

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


We have audited the accompanying statements of condition,  including the related
portfolios of the 1997 Series and the 2007 Series of the Oppenheimer Zero Coupon
U.S.  Treasuries  Trust,  Series  C, as of  December  31,  1995 and the  related
statements of operations  and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial  statements are the  responsibility  of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series C at  December  31, 1995 and the  results of its  operations  and
changes in its net assets,  for the above stated  periods,  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996


 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Condition as of December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            1997          2007
                                                           Series        Series
- --------------------------------------------------------------------------------
<S>                                                      <C>          <C>       
Trust Property
Investment in marketable securities(see Portfolios) ..   $2,735,922   $  477,140
Cash .................................................        3,819          739
Accrued interest receivable ..........................          167          357
                                                         ----------   ----------

           Total trust property ......................    2,739,908      478,236
Less Liabilities .....................................        3,986        1,096
                                                         ----------   ----------

Net Assets - Note 2 ..................................   $2,735,922   $  477,140
                                                         ==========   ==========

Units Outstanding ....................................    2,973,342      915,372
                                                         ==========   ==========


Unit Value ...........................................   $   .92015   $   .52125
                                                         ==========   ==========

</TABLE>

See Notes to Financial Statements.




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                  1997 Series
                                                                    -------------------------------------
                                                                      1995          1994           1993
- ---------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>          <C>
Investment Income:
Interest Income .................................................   $   1,327    $   1,468    $   1,831
Accretion of original issue discount ............................     218,320      236,747      253,557
Trustee's fees and expenses - Note 3 ............................      (1,327)      (1,468)      (1,831)
                                                                    ---------    ---------    ---------
Net investment income ...........................................     218,320      236,747      253,557

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ........................      16,984       80,455       39,770

Net change in unrealized appreciation
     of investments .............................................      84,363     (380,389)      47,606
                                                                    ---------    ---------    ---------

Net gain (loss) on investments ..................................     101,347     (299,934)      87,376
                                                                    ---------    ---------    ---------

Net Increase (decrease) in Net Assets Resulting
     from Operations ............................................   $ 319,667    $ (63,187)   $ 340,933
                                                                    =========    =========    =========

</TABLE>

<TABLE>
<CAPTION>
                                                                                  2007 Series
                                                                    -------------------------------------
                                                                      1995          1994           1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>          <C>      
Investment Income:
Interest Income .................................................   $     409    $     441    $     668
Accretion of original issue discount ............................      28,781       33,681       39,285
Trustee's fees and expenses - Note 3 ............................        (409)        (441)        (668)
                                                                    ---------    ---------    ---------
Net investment income ...........................................      28,781       33,681       39,285

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ........................        --         26,271       14,716

Net change in unrealized appreciation
     of investments .............................................      97,101     (116,237)      68,738
                                                                    ---------    ---------    ---------

Net gain (loss) on Investments ..................................      97,101      (89,966)      83,454
                                                                    ---------    ---------    ---------

Net Increase (decrease) in Net Assets Resulting
     from Operations ............................................   $ 125,882    $ (56,285)   $ 122,739
                                                                    =========    =========    =========

</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Statements of Changes in Net Assets 
For the Years Ended December 31, 1995,  1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                         1997 Series
                                                                         ------------------------------------------
                                                                             1995           1994            1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C>
Operations:
    Net investment income ............................................   $   218,320    $   236,747    $   253,557
    Realized gain on securities transactions .........................        16,984         80,455         39,770
    Net unrealized appreciation (depreciation) of investments ........        84,363       (380,389)        47,606
                                                                         -----------    -----------    -----------

    Net increase ( decrease) in net assets resulting from operations .       319,667        (63,187)       340,933
Capital Share
  Transactions - Note 4
    Issuance of Units ................................................          --             --             --
    Redemption of Units ..............................................      (272,007)      (679,914)      (257,107)
                                                                         -----------    -----------    -----------

    Net increase (decrease) in
       net assets ....................................................        47,660       (743,101)        83,826
    Net Assets:
      Beginning of period ............................................     2,688,262      3,431,363      3,347,537
                                                                         -----------    -----------    -----------

      End of period ..................................................   $ 2,735,922    $ 2,688,262    $ 3,431,363
                                                                         ===========    ===========    ===========

</TABLE>


<TABLE>
<CAPTION>
                                                                                         2007 Series
                                                                         ------------------------------------------
                                                                             1995           1994            1993
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>            <C>       

Operations:
    Net investment income ............................................   $    28,781    $    33,681    $    39,285
    Realized gain on securities transactions .........................          --           26,271         14,716
    Net unrealized appreciation (depreciation) of investments ........        97,101       (116,237)        68,738
                                                                         -----------    -----------    -----------

    Net increase (decrease) in net assets resulting from operations ..       125,882        (56,285)       122,739
Capital Share
  Transactions - Note 4
  Issuance of Units ..................................................          --           80,117           --
  Redemption of Units ................................................          --         (300,198)       (51,373)
                                                                                        -----------    -----------

  Net increase (decrease) in
    net assets .......................................................       125,882       (276,366)        71,366
Net Assets:
  Beginning of period ................................................       351,258        627,624        556,258
                                                                         -----------    -----------    -----------

  End of period ......................................................   $   477,140    $   351,258    $   627,624
                                                                         ===========    ===========    ===========

</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993

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


1. Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's Sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a)     Securities  are stated at value as determined by the Evaluator  based on
        bid side evaluations for the securities.

(b)     Cost of  securities  has been  adjusted  to  include  the  accretion  of
        original issue discount on the Stripped Treasury Securities.


2. Net Capital

<TABLE>
<CAPTION>
                                                                     December 31,
                                                          ------------------------------------
                                                            1995          1994         1993
                                                            ----          ----         ----
<S>                                                           <C>          <C>          <C>   
1997 Series
Cost of 2,973,342, 3,290,297 and 4,105,325 Units,
  respectively ........................................   $1,501,215   $1,632,479   $1,964,823
Less sales charge .....................................       16,801       18,167       22,692
                                                          ----------   ----------   ----------

Net amount applicable to certificateholders ...........    1,484,414    1,614,312    1,942,131
Accretion of original issue discount ..................    1,103,843    1,010,649    1,045,542
Net unrealized appreciation of investments ............      147,664       63,301      443,690
                                                          ----------   ----------   ----------

Net capital applicable to certificateholders ..........   $2,735,922   $2,688,262   $3,431,363
                                                          ==========   ==========   ==========


2007 Series
Cost of 915,372, 915,372 and 1,477,056 Units,
  respectively ........................................   $  215,892   $  215,892   $  326,201
Less sales charge .....................................        6,175        6,175        1,944
                                                          ----------   ----------   ----------

Net amount applicable to certificateholders ...........      209,717      209,717      324,257
Accretion of original issue discount ..................      147,474      118,693      164,282
Net unrealized appreciation of investments ............      119,949       22,848      139,085
                                                          ----------   ----------   ----------

Net capital applicable to certificateholders ..........   $  477,140   $  351,258   $  627,624
                                                          ==========   ==========   ==========

</TABLE>




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993 (Concluded)

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


3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.

4. Capital Share Transactions

Issuance

Additional  Units were issued by the Fund during the periods ended  December 31,
1995, 1994 and 1993 as follows:

<TABLE>
<CAPTION>

                                          1995         1994             1993
                                          ----         ----             ----
        <S>                              <C>          <C>             <C>
        1997.........................       -               -                -
        2007.........................       -         214,022                -

</TABLE>

Redemption

During 1995,  1994 and 1993, the Sponsor  elected to redeem Units of the Fund as
follows:

<TABLE>
<CAPTION>

                                          1995         1994           1993
                                          ----         ----           ----
        <S>                               <C>          <C>             <C>
        1997........................     316,955      815,028       332,048
        2007........................         -        775,706       135,648

</TABLE>

The total proceeds were remitted to the Sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that each Series will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury Securities which are non-interest bearing.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series C
Portfolios as of December 31, 1995

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

<TABLE>
<CAPTION>

Series No. and                                       Coupon                           Face         Adjusted
Title of Securities                                   Rates        Maturities        Amount          Cost         Value (*)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>             <C>            <C>            <C>
1997 Series
      Stripped Treasury Securities...............        0%         8-15-97        $2,955,000     $2,569,279     $2,717,270
      U.S. Treasury Notes........................     7.25%        11-15-96            18,342         18,979         18,652
                                                                                   ----------     ----------     ----------

        Total....................................                                  $2,973,342     $2,588,258     $2,735,922
                                                                                   ==========     ==========     ==========


2007 Series
      Stripped Treasury Securities...............        0%         2-15-07       $   911,000    $   352,073    $   471,515
      U.S. Treasury Notes........................    9.375%         2-15-06             4,372          5,118          5,625
                                                                                  -----------    -----------    -----------

        Total....................................                                 $   915,372    $   357,191    $   477,140
                                                                                  ===========    ===========    ===========
</TABLE>

- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
    were as follows:

<TABLE>
<CAPTION>

                     Series                                   Amount
                     ------                                   ------
                     <S>                                    <C>
                      1997................................. $2,737,650
                      2007.................................    479,184
</TABLE>

See Notes to Financial Statements.


<PAGE>

Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Independent Auditors' Report

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


We have audited the accompanying statements of condition,  including the related
portfolios of the 1998 Series and the 2008 Series of the Oppenheimer Zero Coupon
U.S.  Treasuries  Trust,  Series  D, as of  December  31,  1995 and the  related
statements of operations  and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial  statements are the  responsibility  of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series D at  December  31, 1995 and the  results of its  operations  and
changes in its net assets,  for the above stated  periods,  in  conformity  with
generally accepted accounting principles.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Condition as of December 31, 1995

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

<TABLE>
<CAPTION>
                                                             1998         2008
                                                            Series       Series
- --------------------------------------------------------------------------------
<S>                                                       <C>         <C>       
Trust Property
Investment in marketable securities(see Portfolios) ....  $  898,194  $  486,153
Cash ...................................................        --         2,501
Accrued interest receivable ............................        --            58
                                                          ----------  ----------

    Total trust property ...............................     898,194     488,712
Less Liabilities .......................................        --         2,559
                                                          ----------  ----------

Net Assets-Note 2 ......................................  $  898,194  $  486,153
                                                          ==========  ==========

Units Outstanding ......................................   1,015,000   1,023,236
                                                          ==========  ==========

Unit Value .............................................  $   .88492  $   .47511
                                                          ==========  ==========

</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Operations
For the years ended December 31, 1995, 1994, and 1993

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

<TABLE>
<CAPTION>
                                                                            1998 Series
                                                               ------------------------------------
                                                                 1995          1994         1993
- ---------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>          <C> 
Investment Income:
Interest Income ............................................   $     115    $     275    $      74
Accretion of original issue discount .......................      47,098       61,692       60,284
Trustee's fees and expenses - Note 3 .......................        (115)        (275)         (74)
                                                               ---------    ---------    ---------
Net investment income ......................................      47,098       61,692       60,284

Realized and Unrealized Gain (loss) on Investments
Realized gain on securities transactions ...................      13,935        9,906       10,954

Net change in unrealized appreciation
     of investments ........................................      53,409     (111,726)      44,373
                                                               ---------    ---------    ---------

Net gain (loss) on investments .............................      67,344     (101,820)      55,327
                                                               ---------    ---------    ---------

Net Increase (Decrease) in Net Assets Resulting
     from Operations .......................................   $ 114,442    $ (40,128)   $ 115,611
                                                               =========    =========    =========

</TABLE>

<TABLE>
<CAPTION>
                                                                            2008 Series
                                                               ------------------------------------
                                                                 1995          1994         1993
- ---------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>          <C>      
Investment Income:
Interest Income ............................................   $     457    $     457    $     561
Accretion of original issue discount .......................      27,593       29,937       42,419
Trustee's fees and expenses-Note 3 .........................        (457)        (457)        (561)
                                                               ---------    ---------    ---------
Net investment income ......................................      27,593       29,937       42,419

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions ...................        --          7,013       75,586

Net change in unrealized appreciation
     of investments ........................................     110,894      (92,900)      13,877
                                                               ---------    ---------    ---------

Net gain (loss) on investments .............................     110,894      (85,887)      89,463
                                                               ---------    ---------    ---------

Net Increase (Decrease) in Net Assets Resulting
     from Operations .......................................   $ 138,487    $ (55,950)   $ 131,882
                                                               =========    =========    =========

</TABLE>


See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Statements of Changes In Net Assets 
For the years ended December 31, 1995,  1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                   1998 Series
                                                                    ------------------------------------------
                                                                       1995            1994            1993
- --------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>
Operations:
    Net investment income .......................................   $    47,098    $    61,692    $    60,284
    Realized gain on securities transactions ....................        13,935          9,906         10,954
    Net unrealized appreciation (depreciation) of investments ...        53,409       (111,726)        44,373
                                                                    -----------    -----------    -----------

    Net increase (decrease) in net assets resulting from operations     114,442        (40,128)       115,611
Capital Share
  Transactions - Note 4
    Issuance of Units ...........................................       167,820           --             --
    Redemption of Units .........................................      (214,483)      (190,719)       (66,466)
                                                                    -----------    -----------    -----------

    Net increase (decrease) in
        net assets ..............................................        67,779       (230,847)        49,145
                                                                    -----------    -----------    -----------
    Net Assets:
      Beginning of period .......................................       830,415      1,061,262      1,012,117
                                                                    -----------    -----------    -----------

      End of period .............................................   $   898,194    $   830,415    $ 1,061,262
                                                                    ===========    ===========    ===========


</TABLE>


<TABLE>
<CAPTION>
                                                                                   2008 Series
                                                                    ------------------------------------------
                                                                       1995            1994            1993
- --------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>        
Operations:
    Net investment income .......................................   $    27,593    $    29,937    $    42,419
    Realized gain on securities transactions ....................          --            7,013         75,586
    Net unrealized appreciation (depreciation) of investments ...       110,894        (92,900)        13,877
                                                                    -----------    -----------    -----------

    Net increase (decrease) in net assets resulting from operations     138,487        (55,950)       131,882
Capital Share
  Transactions - Note 4
    Issuance of Units ...........................................          --             --             --
    Redemption of Units .........................................          --          (74,693)      (279,036)
                                                                    -----------    -----------    -----------

    Net increase (decrease) in
      net assets ................................................       138,487       (130,643)      (147,154)
    Net Assets:
      Beginning of period .......................................       347,666        478,309        625,463
                                                                    -----------    -----------    -----------

      End of period .............................................   $   486,153    $   347,666    $   478,309
                                                                    ===========    ===========    ===========

</TABLE>

See Notes To Financial Statements



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes To Financial Statements
For the years ended December 31, 1995, 1994, and 1993

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


1. Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a)     Securities  are stated at value as determined by the Evaluator  based on
        bid side evaluations for the securities.

(b)     Cost of  securities  has been  adjusted  to  include  the  accretion  of
        original issue discount on the Stripped Treasury Securities.

2. Net Capital

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                               -------------------------------------------
                                                                                    1995             1994           1993
                                                                                    ----             ----           ----
<S>                                                                                <C>               <C>             <C>
1998 Series
Cost of 1,015,000, 1,075,187 and 1,321,762 Units,
  respectively.............................................................    $ 568,967         $ 518,346     $   626,780
Less sales charge..........................................................        7,618             7,952           9,397
                                                                               ---------         ---------     -----------

Net amount applicable to certificateholders................................      561,349           510,394         617,383
Accretion of original issue discount.......................................      189,725           226,310         238,442
Net unrealized appreciation of investments.................................      147,120            93,711         205,437
                                                                               ---------         ---------     -----------

Net capital applicable to certificateholders...............................    $ 898,194         $ 830,415      $1,061,262
                                                                               =========         =========     ===========


2008 Series
Cost of 1,023,236, 1,023,236 and 1,256,429 Units,
  respectively.............................................................    $ 192,831         $ 192,831     $   236,061
Less sales charge..........................................................        5,874             5,874           7,215
                                                                               ---------         ---------    ------------

Net amount applicable to certificateholders................................      186,957           186,957         228,846
Accretion of original issue discount.......................................      145,329           117,737         113,591
Net unrealized appreciation of investments.................................      153,866            42,972         135,872
                                                                               ---------         ---------    ------------

Net capital applicable to certificateholders...............................     $486,153         $ 347,666     $   478,309
                                                                               =========         =========     ===========


</TABLE>





 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993 (Concluded)

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


3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.

4. Capital Share Transactions

Issuance

    Additional  Units were issued by the Fund during the periods ended  December
    31, 1995, 1994 and 1993 as follows:

<TABLE>
<CAPTION>
                                          1995           1994             1993
                                          ----           ----             ----
           <S>                           <C>           <C>              <C>
           1998....................      201,286             -              -
           2008....................            -             -              -
</TABLE>

Redemption

      During  1995,  1994 and 1993,  the Sponsor  elected to redeem Units of the
Fund as follows:

<TABLE>
<CAPTION>
                                          1995           1994            1993
                                          ----           ----            ----
           <S>                           <C>           <C>              <C>
           1998....................      261,473       246,575          87,239
           2008....................            -       233,193         773,960
</TABLE>

The total proceeds were remitted to the Sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that each Series will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury Securities which are non-interest bearing.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series D
Portfolios as of December 31, 1995

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

<TABLE>
<CAPTION>
Series No. and                           Coupon                  Face       Adjusted
Title of Securities                       Rates  Maturities     Amount        Cost          Value (*)
- -----------------------------------------------------------------------------------------------------
<S>                                         <C>   <C>         <C>           <C>           <C>
1998 Series
   Stripped Treasury Securities ...         0%    5-15-98     $1,015,000    $  751,074    $  898,194
                                                              ==========    ==========    ==========


2008 Series
   Stripped Treasury Securities             0%    11-15-08    $1,018,000    $  327,509    $  479,916
   U.S. Treasury Notes ............      8.75%    11-15-08         5,236         4,778         6,237
                                                              ----------    ----------    ----------

      Total........................                           $1,023,236   $   332,287    $  486,153
                                                              ==========   ===========    ==========

</TABLE>


- -------------------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
    were as follows:

<TABLE>
<CAPTION>
                  Series                                    Amount
                  ------                                    ------
                   <S>                                     <C>
                   1998...................................$  899,023
                   2008...................................  488,562
</TABLE>

See Notes to Financial Statements.

 
<PAGE>

Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Independent Auditors' Report

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

We have audited the accompanying statements of condition,  including the related
portfolios of the 1999 Series and the 2009 Series of the Oppenheimer Zero Coupon
U.S.  Treasuries  Trust,  Series  E, as of  December  31,  1995 and the  related
statements of operations  and changes in net assets for the years ended December
31, 1995, 1994 and 1993. These financial  statements are the  responsibility  of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series E at  December  31, 1995 and the  results of its  operations  and
changes in its net assets,  for the above stated  periods,  in  conformity  with
generally accepted accounting principles.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996






 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Statements of Condition As of December 31, 1995

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

<TABLE>
<CAPTION>

                                                              1999        2009
                                                             Series      Series

- --------------------------------------------------------------------------------
<S>                                                          <C>        <C>     
Trust Property
Investment in marketable securities (see Portfolios) ...     378,013    $165,314
Cash ...................................................        --         6,181
Accrued interest receivable ............................         176         101
                                                            --------    --------

    Total trust property ...............................     378,189     171,596
Less Liabilities .......................................         176       6,282
                                                            --------    --------

Net Assets-Note 2 ......................................    $378,013    $165,314
                                                            ========    ========

Units Outstanding ......................................     450,273     359,216

Unit Value .............................................    $ .83952    $ .46021
                                                            ========    ========

</TABLE>

See Notes to Financial Statements



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Statement of Operations
For the years ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>

                                                                               1999 Series
                                                                    -------------------------------------
                                                                       1995         1994         1993

- ---------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>     
Investment Income:
Interest Income .................................................    $    207     $    249     $    255
Accretion of original issue discount ............................      27,592       30,327       28,399
Trustee's fees and expenses - Note 3 ............................        (207)        (249)        (255)
                                                                     --------     --------     --------
Net investment income ...........................................      27,592       30,327       28,399

Realized and Unrealized Gain (Loss) on Investments
Realized gain (loss) on securities transactions .................       5,396          588        9,378

Net change in unrealized appreciation
     of investments .............................................      27,648      (53,426)      13,325
                                                                     --------     --------     --------

Net gain (loss) on investments ..................................      33,044      (52,838)      22,703
                                                                     --------     --------     --------

Net Increase (decrease) in Net Assets Resulting
     from Operations ............................................    $ 60,636     $(22,511)    $ 51,102
                                                                     ========     ========     ========

</TABLE>


<TABLE>
<CAPTION>


                                                                               2009 Series
                                                                    -------------------------------------
                                                                       1995         1994         1993

- ---------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>     
Investment Income:
Interest Income .................................................    $    161     $    220     $    417
Accretion of original issue discount ............................       9,738       15,548       22,463
Trustee's fees and expenses - Note 3 ............................        (161)        (220)        (417)
                                                                     --------     --------     --------
Net investment income ...........................................       9,738       15,548       22,463

Realized and Unrealized Gain (Loss) on Investments
Realized gain (loss) on securities transactions .................         961        2,176       20,020

Net change in unrealized appreciation
     of investments .............................................      38,500      (52,410)      33,888
                                                                     --------     --------     --------

Net gain (loss) on investments ..................................      39,461      (50,236)      53,908
                                                                     --------     --------     --------

Net Increase (decrease) in Net Assets Resulting
     from Operations ............................................    $ 49,199     $(34,686)    $ 76,371
                                                                     ========     ========     ========

</TABLE>

See Notes to Financial Statements.





 
<PAGE>



Oppenheimer Zero coupon U.S. Treasuries Trust, Series E 
Statements of Changes in Net Assets 
For the years ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>


                                                                                  1999 Series
                                                                    ---------------------------------------
                                                                        1995          1994          1993

- -----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>           <C>      
Operations:
    Net investment income .......................................    $  27,592     $  30,327     $  28,399
    Realized gain on securities transactions ....................        5,396           588         9,378
    Net unrealized appreciation (depreciation) of investments ...       27,648       (53,426)       13,325
                                                                     ---------     ---------     ---------

    Net increase (decrease) in net assets resulting from operations     60,636       (22,511)       51,102
Capital Share
  Transactions - Note 4
    Issuance of Units ...........................................         --            --          36,091
    Redemption of Units .........................................      (80,186)       (8,623)      (53,027)
                                                                     ---------     ---------     ---------

    Net increase (decrease) in
       net assets ...............................................      (19,550)      (31,134)       34,166
    Net Assets:
      Beginning of period .......................................      397,563       428,697       394,531
                                                                     ---------     ---------     ---------

      End of period .............................................    $ 378,013     $ 397,563     $ 428,697
                                                                     =========     =========     =========

</TABLE>


<TABLE>
<CAPTION>

                                                                                  2009 Series
                                                                    ---------------------------------------
                                                                        1995          1994          1993

- -----------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>           <C>      
Operations:
    Net investment income .......................................    $   9,738     $  15,548     $  22,463
    Realized gain (loss) on securities transactions .............          961         2,176        20,020
    Net unrealized appreciation (depreciation) of investments ...       38,500       (52,410)       33,888
                                                                     ---------     ---------     ---------

    Net increase (decrease) in net assets resulting from operations     49,199       (34,686)       76,371
Capital Share
   Transactions - Note 4
    Issuance of units ...........................................         --            --            --
    Redemption of Units .........................................      (14,286)     (129,221)     (122,097)
                                                                     ---------     ---------     ---------

    Net increase (decrease) in
      net assets ................................................       34,913      (163,907)      (45,726)
    Net Assets:
      Beginning of period .......................................      130,401       294,308       340,034
                                                                     ---------     ---------     ---------

      End of period .............................................    $ 165,314     $ 130,401     $ 294,308
                                                                     =========     =========     =========

</TABLE>

See Notes to Financial Statements



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993

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


1. Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a)   Securities are stated at value as determined by the Evaluator based on bid
      side evaluations for the securities.

(b)   Cost of securities  has been adjusted to include the accretion of original
      issue discount on the Stripped Treasury Securities.


2. Net Capital

<TABLE>
<CAPTION>

                                                                     December 31,
                                                            --------------------------------
                                                             1995         1994        1993
                                                             ----         ----        ----
<S>                                                            <C>      <C>         <C>  
1999 Series
Cost of 450,273, 555,805 and 567,866 Units, respectively    $226,513    $272,841    $277,822
Less sales charge ......................................       3,244       3,850       3,916
                                                            --------    --------    --------

Net amount applicable to certificateholders ............     223,269     268,991     273,906
Accretion of original issue discount ...................     123,287     124,763      97,556
Net unrealized appreciation of investments .............      31,457       3,809      57,235
                                                            --------    --------    --------


Net capital applicable to certificateholders ...........    $378,013    $397,563    $428,697
                                                            ========    ========    ========

2009 Series
Cost of 359,216, 399,352 and 802,717 Units, respectively    $ 85,892    $ 94,983    $186,079
Less sales charge ......................................       6,158       6,414       8,726
                                                            --------    --------    --------

Net amount applicable to certificateholders ............      79,734      88,569     177,353
Accretion of original issue discount ...................      47,046      41,798      64,511
Net unrealized appreciation of investments .............      38,534          34      52,444
                                                            --------    --------    --------


Net capital applicable to certificateholders ...........    $165,314    $130,401    $294,308
                                                            ========    ========    ========


</TABLE>




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Notes to Financial Statements
For the years ended December 31, 1995, 1994 and 1993

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


3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.

4. Capital Share Transactions

Issuance

Additional  Units were issued by the Fund during the periods ended  December 31,
1995, 1994 and 1993 as follows:

<TABLE>
<CAPTION>

                                         1995             1994            1993
                                         ----             ----            ----
      <S>                              <C>               <C>             <C>
      1999.......................         -                 -            50,254
      2009.......................         -                 -                 -


</TABLE>

Redemption

During 1995,  1994 and 1993, the Sponsor  elected to redeem Units of the Fund as
follows:

<TABLE>
<CAPTION>
                                       1995            1994             1993
                                       ----            ----             ----
      <S>                             <C>             <C>               <C>
      1999........................    105,532          12,061            75,380
      2009........................     40,136         403,365           351,189

</TABLE>

The total proceeds were remitted to the Sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that each Series will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury Securities which are non-interest bearing.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series E
Portfolios as of December 31, 1995

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

<TABLE>
<CAPTION>

Series No. and                                    Coupon                      Face      Adjusted
Title of Securities                                Rates     Maturities       Amount      Cost       Value (*)
- --------------------------------------------------------------------------------------------------------------
<S>                                                 <C>       <C>            <C>         <C>         <C>
1999 Series

   Stripped Treasury Securities .............           0%    5-15-99     $448,000    $344,127    $375,507
   U.S. Treasury Notes ......................       8.875%    2-15-99        2,273       2,429       2,506
                                                                          --------    --------    --------

   Total ....................................                             $450,273    $346,556    $378,013
                                                                          ========    ========    ========


2009 Series

   Stripped Treasury Securities .............           0%    05-15-09    $358,000    $124,278    $163,273
   U.S. Treasury Notes ......................       13.25%    05-15-14       1,216       2,502       2,041
                                                                          --------    --------    --------


         Total................................                            $359,216    $126,780     $165,314
                                                                          ========    ========     ========

</TABLE>

- -----------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
were as follows:

<TABLE>
<CAPTION>

                     Series                               Amount
                     ------                               ------
                      <S>                               <C>
                      1999 .............................$378,508
                      2009 ............................. 166,164

</TABLE>

See Notes to Financial Statements.


 
<PAGE>

Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Independent Auditors' Report

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



We have audited the accompanying  statement of condition,  including the related
portfolio  of the 2010 Series of the  Oppenheimer  Zero  Coupon U.S.  Treasuries
Trust, Series F, as of December 31, 1995 and the related statement of operations
and changes in net assets for the years ended December 31, 1995,  1994 and 1993.
These financial statements are the responsibility of the Trust's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned at December 31, 1995 by correspondence with the
custodian.  An audit also includes assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets of Oppenheimer Zero Coupon U.S. Treasuries
Trust,  Series F at  December  31, 1995 and the  results of its  operations  and
changes in its net assets,  for the above stated  periods,  in  conformity  with
generally accepted accounting principles.



/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Denver, Colorado

February 6, 1996

 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Condition as of December 31, 1995

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

<TABLE>
<CAPTION>
                                                                       2010
                                                                      Series
- --------------------------------------------------------------------------------
<S>                                                                      <C>  
Trust Property
Investment in marketable securities (see Portfolio) .............    $ 995,779
Cash ............................................................        5,149
Accrued interest receivable .....................................          890
                                                                     ---------

           Total trust property .................................    1,001,818

Less Liabilities ................................................        6,039
                                                                     ---------

Net Assets - Note 2 ............................................     $ 995,779
                                                                     =========

Units Outstanding ...............................................    2,277,690
                                                                     =========

Unit Value ......................................................    $  .43719
                                                                     =========
</TABLE>

See Notes to Financial Statements




 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Operations
For the Years Ended December 31, 1995, 1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                                  2010
                                                                                                 Series
- -------------------------------------------------------------------------------------------------------------------
                                                                                   1995              1994        
  1993
                                                                                   ----              ----        
  ----
<S>                                                                          <C>             <C>              <C> 
       
Investment Income:
Interest Income............................................................  $      972      $        667     $  
     794
Accretion of original issue discount.......................................      45,398            34,853        
  37,999
Trustee's fees and expenses - Note 3.......................................        (972)             (667)       
    (794)
                                                                             ----------       -----------     
- -----------
Net investment income......................................................      45,398            34,853        
  37,999

Realized and Unrealized Gain (Loss) on Investments
Realized gain on securities transactions...................................       7,439            13,974        
  15,524

Net change in unrealized appreciation
     of investments........................................................     179,203          (114,358)       
  71,612
                                                                                -------          --------       
- ---------

Net gain (loss) on investments.............................................     186,642          (100,384)       
  87,136
                                                                                -------          --------       
- ---------

Net Increase (Decrease) in Net Assets Resulting
     from Operations.......................................................    $232,040        $  (65,531)      
$ 125,135
                                                                                =======        ==========       
=========


</TABLE>

See Notes to Financial Statements.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Statement of Changes in Net Assets 
For the Years Ended  December 31, 1995,  1994 and 1993

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

<TABLE>
<CAPTION>
                                                                                                2010
                                                                                               Series
- -----------------------------------------------------------------------------------------------------------------------
                                                                                  1995            1994             1993
                                                                                  ----            ----             ----
<S>                                                                          <C>                <C>            <C>      
Operations
   Net investment income...................................................    $ 45,398         $  34,853      $  37,999
   Realized gain on securities transactions................................       7,439            13,974         15,524
   Net unrealized appreciation (depreciation) of investments...............     179,203          (114,358)        71,612
                                                                             ----------         ---------      ---------

   Net increase (decrease) in net assets resulting from operations.........     232,040           (65,531)       125,135
Capital Share
  Transactions - Note 4
   Issuance of Units.......................................................     393,549                 -              -
   Redemption of Units.....................................................     (74,072)         (104,416)      (152,570)
                                                                             ----------         ---------      ---------

   Net increase (decrease) in
     net assets............................................................     551,517          (169,947)       (27,435)
   Net Assets:
     Beginning of period...................................................     444,262           614,209        641,644
                                                                             ----------         ---------      ---------

     End of period.........................................................    $995,779         $ 444,262      $ 614,209
                                                                               ========         =========      =========
</TABLE>

See Notes to Financial Statements



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993

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


1. Significant Accounting Policies

The  Fund is  registered  under  the  Investment  Company  Act of 1940 as a unit
investment  trust.  Units  of the  Fund are  sold  only to  separate  investment
accounts of life insurance  companies to fund variable life insurance  policies.
The Fund's sponsor is  Oppenheimer  Funds  Distributor,  Inc. The following is a
summary of significant  accounting policies  consistently  followed by the Fund.
The policies are in conformity with generally accepted accounting principles.

(a)   Securities are stated at value as determined by the Evaluator based on bid
      side evaluations for the securities.

(b)   Cost of securities have been adjusted to include the accretion of original
      issue discount on the Stripped Treasury Securities.

2. Net Capital

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                         -------------------------------
                                                                            1995      1994       1993
                                                                            ----      ----       ----
<S>                                                                        <C>         <C>        <C>  
2010 Series
Cost of 2,277,690, 1,451,539 and 1,776,780 Units, respectively .......   $699,696   $352,736   $423,138
Less sales charge ....................................................     13,503      7,819      1,237
                                                                         --------   --------   --------

Net amount applicable to certificateholders ..........................    686,193    344,917    421,901
Accretion of original issue discount .................................    115,617     84,579     63,184
Net unrealized appreciation of investments ...........................    193,969     14,766    129,124
                                                                         --------   --------   --------

Net capital applicable to certificateholders .........................   $995,779   $444,262   $614,209
                                                                         ========   ========   ========

</TABLE>

3. Expenses

Trustee's fees and other expenses incurred by the Fund are limited to the amount
of income generated by the Interest Bearing Treasury  Securities in each Series.
Any excess expenses are assumed by the Sponsor.

4. Capital Share Transactions

Issuance

Additional  Units were issued by the Fund during the periods ended  December 31,
1995, 1994 and 1993, as follows:

<TABLE>
<CAPTION>
                                           1995             1994         1993
                                           ----             ----         ----
             <S>                         <C>              <C>           <C>
             2010 ....................   1,046,994            -           -
</TABLE>



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Notes to Financial Statements
For the Years Ended December 31, 1995, 1994 and 1993

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


Redemptions

During 1995,  1994 and 1993, the Sponsor elected to redeem Units of the Fund, as
follows:

<TABLE>
<CAPTION>
                              1995              1994             1993
                              ----              ----             ----
         <S>                 <C>               <C>              <C>
         2010..........      220,843           325,241          542,068
</TABLE>

The total proceeds were remitted to the Sponsor.

5. Income Taxes

All income  received,  accretion of original issue discount,  expenses paid, and
realized gains and losses on securities sold are attributable to the holder,  on
a pro rata basis, for Federal income tax purposes in accordance with the grantor
trust rules of the Internal Revenue Code.

At December 31, 1995,  the cost of investment  securities for Federal income tax
purposes was  approximately  equivalent  to the  adjusted  cost as shown in each
Series' portfolio.

6. Distributions

It is  anticipated  that the Series  will not make any  distributions  until the
first  business  day  following  the  maturity  of its  holding in the  Stripped
Treasury Securities which are non-interest bearing.



 
<PAGE>



Oppenheimer Zero Coupon U.S. Treasuries Trust, Series F
Portfolio as of December 31, 1995

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

<TABLE>
<CAPTION>
Series No. and                                      Coupon                         Face          Adjusted
Title of Securities                                  Rates       Maturities       Amount            Cost          Value (*)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>            <C>              <C>             <C>
2010 Series
   Stripped Treasury Securities............             0%        2-15-10       $2,269,000       $  789,171      $  983,385
   U.S. Treasury Notes.....................         11.75%        2-15-10            8,690           12,639          12,394
                                                                              ------------       ----------      ----------

      Total................................                                     $2 277,690       $  801,810      $  995,779
                                                                              ============       ==========      ==========
</TABLE>


- ------------
(*) The aggregate values based on offering side evaluations at December 31, 1995
    were as follows:

<TABLE>
<CAPTION>
               Series                                    Amount
               ------                                    ------
                <S>                                     <C>
                2010....................................$1,001,192
</TABLE>

See Notes to Financial Statements.

 



<PAGE>








INDEPENDENT AUDITORS' REPORT



OppenheimerFunds Distributor, Inc.:

We have audited the statement of financial condition of OppenheimerFunds
Distributor, Inc. as of December 31, 1995, that you are filing pursuant
to Rule 17a-5 under the Securities Exchange Act of 1934.  This financial
statement is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of financial
condition is free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of financial condition.  An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall statement of financial condition
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, such statement of financial condition presents fairly,
in all material respects, the financial position of OppenheimerFunds
Distributor, Inc. at December 31, 1995, in conformity with generally
accepted accounting principles.



February 9, 1996

<PAGE>

OppenheimerFunds Distributor, Inc.

STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


ASSETS                                                                   1995
                                                                    ------------  
CURRENT ASSETS:
<S>                                                                 <C>         
Cash                                                                $ 17,224,806
Investment in affiliated money market mutual fund                     17,765,691
Receivables:
        Brokers and dealers                                           36,511,409
        Mutual funds managed by affiliated companies                  10,279,845
        Affiliated companies                                          27,550,612
        Income taxes                                                  36,679,225
        Other                                                          1,964,980
Other current assets                                                   3,899,248
                                                                    ------------
Total current assets                                                 151,875,816
                                                                    ------------     
OTHER ASSETS:
Deferred sales commissions                                           153,384,962
                                                                    ------------
TOTAL                                                               $305,260,778
                                                                    ============
LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
Subscriptions payable to managed mutual funds                       $ 49,714,600
Payable to brokers and dealers                                        11,335,117
Accounts payable and accrued expenses                                  4,548,429
Payable to affiliated companies                                          196,557
                                                                    ------------
Total current liabilities                                             65,794,703
                                                                    ------------
OTHER LIABILITIES:
Deferred income taxes                                                 59,744,929
                                                                    ------------
TOTAL                                                                125,539,632
                                                                    ------------ 
COMMITMENTS

SHAREHOLDER'S EQUITY:
Common stock; $300 stated value; 200 shares
        authorized; 100 shares issued and outstanding                     30,000
Additional paid-in capital                                           170,641,351
Retained earnings                                                      9,049,795
                                                                    ------------ 
Shareholder's equity                                                 179,721,146
                                                                    ------------
TOTAL                                                               $305,260,778
                                                                    ============
</TABLE>
See notes to financial statements.

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



<PAGE>

OppenheimerFunds Distributor, Inc.

NOTES TO STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995

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


1.      THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

        OppenheimerFunds Distributor, Inc. (formerly Oppenheimer Funds 
        Distributor, Inc.) (Company) acts as general distributor for the sale
        and distribution of shares of registered investment companies (hereafter
        referred to as "mutual funds") which are managed by OppenheimerFunds, 
        Inc. (OFI), (formerly Oppenheimer Management Corporation).  The Company
        is a wholly-owned subsidiary of OFI, a wholly-owned subsidiary of 
        Oppenheimer Acquisition Corporation (OAC), which is controlled by 
        Massachusetts Mutual Life Insurance Company (MassMutual) and senior
        management of OFI.

        Investment in Money Market Mutual Fund - The Company invests available 
        cash in a money market mutual fund managed by OFI.  The investment is 
        recorded at cost which equals market.

        Deferred Sales Commissions - Sales commissions paid to brokers and 
        dealers in connection with sales of shares of certain mutual funds are 
        charged to deferred sales commissions and amortized generally over six 
        years.  Early withdrawal charges received by the Company from redeeming
        shareholders reduce unamortized deferred sales commissions.

        Income Taxes - MassMutual files a consolidated federal income tax return
        which includes the Company.  Income taxes are recorded as if the Company
        filed on a separate return basis.

        Estimates - The preparation of financial statements in conformity with
        generally accepted accounting principles requires management to make 
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the 
        date of the financial statements and the reported amounts of revenues 
        and expenses during the reporting period.  Actual results could differ 
        from those estimates.

2.      TRANSACTIONS WITH BROKERS AND DEALERS

        The Company acts as general distributor for the sale and distribution of
        shares of several mutual funds.  In this capacity, the Company records a
        receivable when it issues confirmations of all accepted purchase orders 
        to the originating brokers and dealers; at the same time, the Company 
        records a liability to the mutual funds equal to the net asset value of
        all shares subject to such confirmations.  This liability must be paid 
        to the mutual funds within 8 business days unless the trade is canceled.
        If the originating broker or dealer fails to make timely settlement of 
        its purchase order under the terms of its dealer agreement with the 
        Company, the Company may cancel the purchase order and hold responsible 
        the originating broker or dealer.


                                      -2-

<PAGE>

        When brokers and dealers place share redemption orders with the Company,
        a receivable is recorded from the mutual funds equal to the net asset 
        value of all shares redeemed; at the same time, the Company records a 
        corresponding liability payable to the originating brokers and dealers.

3.      RELATED PARTIES AND OTHER MATTERS

        The following is a summary of the significant transactions and relation-
        ships with affiliated companies and other related parties as of 
        December 31, 1995:

        Officers and Directors of the Company; Shareholders of OAC - Several 
        officers and directors of the Company and shareholders of OAC are also 
        officers and directors or trustees of the mutual funds distributed by 
        the Company.

4.      INCOME TAXES

        Deferred tax assets of $1,727,331 have been recorded in the accompanying
        financial statements.  These amounts primarily relate to the benefit
        associated with certain state tax loss carryforwards.  If not used in 
        the interim, these loss carryforwards will generally expire by 
        December 31, 2010.  A valuation allowance has not been recorded with 
        respect to this deferred tax asset.  Deferred tax liabilities of 
        $61,472,260 have also been recorded.  These amounts relate primarily to 
        the current deduction, for tax purposes, of deferred sales commissions 
        which are amortized over six years for book purposes.

5.      NET CAPITAL REQUIREMENT

        As a broker and dealer registered with the Securities and Exchange
        Commission, the Company is required to maintain minimum net capital, as
        defined in Rule 15c3-1 of the Securities Exchange Act of 1934, equiva-
        lent to 6-2/3% of aggregate indebtedness, as defined, or $100,000, 
        whichever is greater.  At December 31, 1995, the Company had net capital
        of $18,443,872 which exceeded requirements of $4,386,314 by $14,057,558.



<PAGE>

Sponsor
     OppenheimerFunds Distributor, Inc. 
     Two World Trade Center
     New York, New York 10048-0203


Trustee
     The Chase Manhattan Bank, N.A.
     770 Broadway
     New York, New York 10003


Evaluator
     Interactive Data Corporation
     Suite 501
     350 South Figueroa
     Los Angeles, CA  90071

Auditors
     Deloitte & Touche LLP
     555 Seventeenth Street, Suite 3600 
     Denver, Colorado 80202




No dealer, broker, salesperson or any other person has been
authorized to give any information or to make any representations
other than those contained in this Prospectus, and if given or
made, such information and representations must not be relied upon
as having been authorized by the Fund, OppenheimerFunds
Distributor, Inc., or any affiliate thereof.  This Prospectus does
not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any state to any person
to whom it is unlawful to make such an offer in such state.



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