Katherine P. Feld [logo] OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
November 30, 1995
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Discovery Fund
Reg. No. 33-371, File No. 811-4410
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of the Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Discovery Fund accompanied by an opinion of counsel for the
registration of additional shares of the above Fund.
A total filing fee of $20,039 ($5,183 for Class A shares, $12,161 for
Class B shares and $2,695 for Class Y shares), calculated at the rate of
1/29 of 1% of the value of shares of that class sold in excess of the
shares of that class redeemed for the fiscal year ended September 30,
1995, was wired to the SEC's account at Mellon Bank on November 28, 1995
(Fed Wire No. 6234) and referenced this filing. The Fund has previously
registered an indefinite number of shares pursuant to Rule 24f-2.
The purpose of the Notice was to make definite the registration of
11,835,083 Class A shares, 1,606,929 Class B shares and 247,309 Class Y
shares of the Fund in reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Ronald M. Feiman, Esq.
Robert Bishop
Gloria LaFond
SEC/500-24f2.COV
<PAGE>
Rule 24f-2 Notice for Oppenheimer Discovery Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 33-371, File No. 811-4410)
NOTICE IS HEREBY GIVEN that Oppenheimer Discovery Fund having
previously filed in its registration statement a declaration that an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September
30, 1995.
(ii) No shares which had been registered other than pursuant to
this Rule remained unsold at the beginning of the above fiscal
year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Class A 11,835,083
Class B 1,606,929
Class Y 247,309
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 11,835,083
Class B 1,606,929
Class Y 247,309
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this Notice to be signed on its
behalf this 27th day of November, 1995.
Oppenheimer Discovery Fund
By: Andrew J. Donohue
--------------------------------
Andrew J. Donohue, Secretary
_________________
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
Class A $430,764,026 $(415,734,622) $15,029,404 $ 5,183
Class B $ 58,824,017 $( 23,557,869) $35,266,148 $12,161
Class Y $ 9,293,954 $( 1,478,303) $ 7,815,651 $ 2,695
$20,039
SEC/500-24f2
<PAGE>
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 West 47th Street New York, N.Y. 10036-1510
Telephone: (212) 626-0800 Telecopier (212) 626-0799
November 29, 1995
Oppenheimer Discovery Fund
Two World Trade Center
New York, New York 10048-0203
Ladies and Gentlemen:
In connection with the public offering of shares of beneficial
interest, no par value, of Oppenheimer Discovery Fund (the "Fund"), we
have examined such records and documents and have made such further
investigation and examination as we deemed necessary for the purpose of
this opinion.
It is our opinion that the shares the registration of which is
made definite by the accompanying Rule 24f-2 Notice of the Fund were
legally issued, fully paid and non-assessable by the Fund to the extent
set forth in its Prospectus forming part of its Registration Statement
under the Securities Act of 1933, as amended.
We hereby consent to the filing of this opinion with said
Notice.
Very truly yours,
/s/ Gordon Altman Butowsky Weitzen Shalov & Wein
