OPPENHEIMER LIMITED TERM GOVERNMENT FUND, DEF 14A, 1995-06-02

OPPENHEIMER LIMITED TERM GOVERNMENT FUND
DEF 14A, 1995-06-02

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant / x /

Filed by a party other than the registrant / /

Check the appropriate box:
/ / Preliminary proxy statement

/ X / Definitive proxy statement

/ X / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Oppenheimer Limited-Term Government Fund

- -------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Denis R. Molleur, Esq.

- -------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

/ / Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- -------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
- -------------------------------------------------------------------
(1) Amount previously paid:
- -------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------
(4) Date Filed:

- -----------------------
1Set forth the amount on which the filing fee is calculated and state how
it was determined.

<PAGE>

May 1995

Dear Oppenheimer Limited-Term Government Fund Class A Shareholder:

We have scheduled a shareholder meeting in June for you to decide
upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter.

Your vote is very important because these decisions will affect your
investment, and it's your chance to help shape the policies of the Fund.
So we urge you to consider these issues carefully and to make your vote
count.

How do you vote?

To vote, simply complete the ballot by marking your choices and
return it in the postage-paid envelope provided. Remember, it can be
expensive for the Fund -- and ultimately for you as a shareholder -- if
ballots must be remailed because not enough responses are received in
connection with this mailing to conduct the meeting.

What are the issues?

After consideration, the Board of Trustees, which represents your
interests in the day-to-day management of the Fund, recommends approval
of the following items:

- - Election of Trustees. There are nine Trustees up for reelection in
June. You will find detailed information on the nominees for Trustee in
the enclosed proxy statement.

- - Ratification of Auditors. Each year, outside auditors are employed
to review the Fund's financial statements, as explained in the proxy
statement.

Please contact your financial advisor or call us at 1-800-525-7048
if you have any questions.

As always, we appreciate your confidence in OppenheimerFunds and
thank you for allowing us to manage a portion of your investment assets.

Sincerely,

(JSF signature)

May 1995

Dear Oppenheimer Limited-Term Government Fund Class B or C Shareholder:

We have scheduled a shareholder meeting in June for you to decide
upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter.

How do you vote?

What are the issues?

After consideration, the Board of Trustees, which represents your
interests in the day-to-day management of the Fund, recommends approval
of the following items:

- - Election of Trustees. There are nine Trustees up for reelection in
June. You will find detailed information on the nominees for Trustee in
the enclosed proxy statement.

- - Ratification of Auditors. Each year, outside auditors are employed
to review the Fund's financial statements, as explained in the proxy
statement.

New 12b-1 Plan for Class B and C Shares. Currently, the Fund's
distributor is reimbursed for a portion of its expenses by demonstrating
actual distribution costs. Your approval is requested to change the way
the distributor is paid so that it is compensated with a flat fee (as a
percentage of net assets) for its distribution efforts at the same rate
as the current 12b-1 plan. A compensation plan is a common type of 12b-1
plan in the mutual fund industry. Any distribution costs in excess of
that rate will be the responsibility of the Fund's distributor.

Please contact your financial advisor or call us at 1-800-525-7048
if you have any questions.

As always, we appreciate your confidence in OppenheimerFunds and
thank you for allowing us to manage a portion of your investment assets.

Sincerely,
(JSF signature)
<PAGE>

IMPORTANT NOTICE

Your clients who own shares of Oppenheimer Limited-Term Government Fund,
Classes A, B or C, will soon receive proxy materials asking them to elect
Trustees and to ratify selection of the Fund's auditors. In addition,
Class B and C shareholders will be asked to approve new 12b-1 Distribution
and Service Plans, as described in the attached shareholder letter.

We urge you to encourage your clients to vote in favor of these proposals,
and to return their proxy ballots as soon as possible.

If you have any questions or would like copies of the proxy statements,
please contact your Regional Sales Representative at 1-800-225-2750.
Financial Institutions please call 1-800-225-2770. Brokerage Firms in
New York, New Jersey, and Delaware, please call 1-800-848-3487.

(OppenheimerFunds logo)

For broker/dealer information only. This material has been prepared by
Oppenheimer Funds Distributor, Inc. For dealer information only.
OppenheimerFunds are distributed by Oppenheimer Funds Distributor, Inc.,
Two World Trade Center, New York, NY 10048-0203.

IMPORTANT NOTICE

We urge you to encourage your clients to vote in favor of these proposals,
and to return their proxy ballots as soon as possible.

(OppenheimerFunds logo)

IMPORTANT FINANCIAL ADVISER NOTICE

We urge you to encourage your clients to vote in favor of these proposals,
and to return their proxy ballots as soon as possible.

(OppenheimerFunds logo)

<PAGE>

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class A Be Held June 28, 1995
Shares

Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.

Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.

Please detach at perforation before
mailing.

Oppenheimer Limited-Term Government Fund - Class A Shares
Proxy For Shareholders Meeting To Be Held June 28, 1995

The undersigned shareholder of Oppenheimer Limited-Term Government
Fund (the "Fund"), does hereby appoint Robert Bishop, George C. Bowen,
Andrew J. Donohue and Scott Farrar, and each of them, as attorneys-in-fact
and proxies of the undersigned, with full power of substitution, to attend
the Meeting of Shareholders of the Fund to be held June 28, 1995, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Trustees and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.

Proxy solicited on behalf of the Board of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each Proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
855

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class A Be Held June 28, 1995
Shares

Your shareholder Your prompt response can save your
vote is important! Fund money.

Please vote, sign and mail your proxy
ballot (this card) in the enclosed
postage-paid envelope today, no matter
how many shares you own. A majority
of the Fund's shares must be
represented in person or by proxy.
Please vote your proxy so your Fund
can avoid the expense of another
mailing.

Please detach at perforation before
mailing.

1. Election of Trustees

____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.

R. Avis W. Baker C. Conrad J. Fossel
(A) (B) (C) (D)

R. Kalinowski C. Kast R. Kirchner N. Steel
(E) (F) (G) (H)
C. Swain
(I)

Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.

2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)

For ____ Against ____ Abstain ____

NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.

Dated: _______________________, 1995
(Month) (Day)

____________________________
Signature(s)

Please read both sides of this ballot.
855

<PAGE>

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class B Be Held June 28, 1995
Shares

Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before
mailing.

Oppenheimer Limited-Term Government Fund - Class B Shares
Proxy For Shareholders Meeting To Be Held June 28, 1995

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class B Be Held June 28, 1995
Shares

Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy
ballot (this card) in the enclosed
postage-paid envelope today, no matter
how many shares you own. A majority
of the Fund's shares must be
represented in person or by proxy.
Please vote your proxy so your Fund
can avoid the expense of another
mailing.

Please detach at perforation before
mailing.

1. Election of Trustees

____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.

R. Avis W. Baker C. Conrad J. Fossel
(A) (B) (C) (D)

R. Kalinowski C. Kast R. Kirchner N. Steel
(E) (F) (G) (H)

C. Swain
(I)

Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.

2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)

For ____ Against ____ Abstain ____

3. Approval of the proposed Class B 12b-1 Distribution and Service Plan
(Proposal No. 2)

For ____ Against ____ Abstain ____

____________________________
Signature(s)

Please read both sides of this ballot.
856

<PAGE>

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class C Be Held June 28, 1995
Shares

Please detach at perforation before
mailing.

Oppenheimer Limited-Term Government Fund - Class C Shares
Proxy For Shareholders Meeting To Be Held June 28, 1995

Oppenheimer Limited-Term Proxy for Shareholders Meeting To
Government Fund - Class C Be Held June 28, 1995
Shares

Your shareholder Your prompt response can save your
vote is important! Fund money.

Please detach at perforation before
mailing.

1. Election of Trustees

____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.

R. Avis W. Baker C. Conrad J. Fossel
(A) (B) (C) (D)

R. Kalinowski C. Kast R. Kirchner N. Steel
(E) (F) (G) (H)

C. Swain
(I)

Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.

2. Ratification of selection of Deloitte & Touche LLP as independent
auditors (Proposal No. 1)

For ____ Against ____ Abstain ____

3. Approval of the proposed Class C 12b-1 Distribution and Service Plan
(Proposal No. 3)

For ____ Against ____ Abstain ____

____________________________
Signature(s)

Please read both sides of this ballot.
857

<PAGE>

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

3410 South Galena Street, Denver, Colorado 80231

Notice Of Meeting Of Shareholders To Be Held

June 28, 1995

To The Class A, Class B and Class C Shareholders of
Oppenheimer Limited-Term Government Fund

Notice is hereby given that a Meeting of the Class A, Class B and Class
C Shareholders of Oppenheimer Limited-Term Government Fund (the "Fund")
will be held at 3410 South Galena Street, Denver, Colorado, 80231, at
10:00 A.M., Denver time, on June 28, 1995, or any adjournments thereof,
for the following purposes:

To be voted on by holders of:
Class A Class B Class C
Shares Shares Shares

X X X (a) To elect nine Trustees to hold office
until the next meeting of shareholders called for
the purpose of electing
Trustees and until

their successors are elected
and shall
qualify;

X X X (b) To ratify the selection of Deloitte &
Touche LLP as
the independent certified public accountants
and auditors
of the Fund for the fiscal year beginning
October 1, 1994
(Proposal No. 1);

X (c) To approve the Fund's Class B 12b-1
Distribution
and Service Plan (Proposal No. 2); and

X (d) To approve the Fund's Class C 12b-1
Distribution and Service Plan (Proposal No. 3;
and

X X X (e) To transact such other business as may
properly come before the meeting, or any
adjournments thereof.

Shareholders of record at the close of business on April 13, 1995, are
entitled to vote at the meeting. The election of Trustees and the
Proposals are more fully discussed in the Proxy Statement. Please read
it carefully before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of the Fund
recommends a vote to elect each of the nominees as Trustee and in favor
of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.

<PAGE>
By Order of the Board of Trustees,

George C. Bowen, Secretary
May 26, 1995
_______________________________________________________________________
Shareholders who do not expect to attend the Meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it
in the accompanying postage-paid envelope. To avoid unnecessary duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter
how large or small your holdings may be.

855
<PAGE>
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
3410 South Galena Street, Denver, Colorado 80231

PROXY STATEMENT

Meeting of Shareholders
To Be Held June 28, 1995

This statement is furnished to the Class A, Class B and Class C
shareholders of Oppenheimer Limited-Term Government Fund (the "Fund") in
connection with the solicitation by the Fund's Board of Trustees of
proxies to be used at a meeting (the "Meeting") of shareholders to be held
at 3410 South Galena Street, Denver, Colorado, 80231, at 10:00 A.M.,
Denver time, on June 28, 1995, or any adjournments thereof. It is
expected that the mailing of this Proxy Statement will be made on or about
May 26, 1995. For a free copy of the annual report covering the
operations of the Fund for the fiscal year ended September 30, 1994, call
Oppenheimer Shareholder Services, the Fund's transfer agent, at 1-800-525-
7048.

The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the
choices specified thereon, and will be included in determining whether
there is a quorum to conduct the meeting. The proxy will be voted in
favor of the nominees for Trustee named in this Proxy Statement unless a
choice is indicated to withhold authority to vote for all listed nominees
or any individual nominee. The proxy will be voted in favor of each
Proposal unless a choice is indicated to vote against or to abstain from
voting on that Proposal. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted under
applicable stock exchange rules) as record holder vote such shares for the
election of Trustees and on the Proposals in the same proportion as that
broker-dealer votes street account shares for which voting instructions
were received in time to be voted.

If a shareholder executes and returns a proxy but fails to indicate how
the votes should be cast, the proxy will be voted in favor of the election
of each of the nominees named herein for Trustee and in favor of each
Proposal.

The proxy may be revoked at any time prior to the voting by: (1) writing
to the Secretary of the Fund at 3410 South Galena Street, Denver, Colorado
80231; (2) attending the meeting and voting in person; or (3) signing and
returning a new proxy (if returned and received in time to be voted).

The cost of printing and distributing these proxy materials is an expense
of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
personally or by telephone; any expenses so incurred will also be borne
by the Fund's transfer agent. Proxies may also be solicited by a proxy
solicitation firm hired at the Fund's expense for such purpose. Brokers,
banks and other fiduciaries may be required to forward soliciting material
to their principals and to obtain authorization for the execution of
proxies. For those services they will be reimbursed by the Fund for their
out-of-pocket expenses.

Shares Outstanding and Entitled to Vote. As of April 13, 1995, the
record date, there were 33,825,634.953 shares of the Fund issued and
outstanding, consisting of 26,401,139.049 Class A shares, 7,151,722.034
Class B shares and 272,773.870 Class C shares. Each Class A, Class B and
Class C share of the Fund has voting rights as stated in this Proxy
Statement and is entitled to one vote for each share (and a fractional
vote for a fractional share) held of record at the close of business on
the record date. As of the record date, no person owned of record or was
known by the management of the Fund to be the beneficial owner of 5% or
more of the outstanding Class A or Class B shares of the Fund. As of that
date, the only person owning of record or known by management of the Fund
to be the beneficial owner of 5% or more of the outstanding Class C shares
of the Fund were (1) Charles R. Player, Jr., Trustee of the Tankersley
Wolfe Charitable Remainder Unit Trust P.O. Box 401, Barnesville, MD 20838,
19,210.889 shares (7.04%); (2) Vonda A Webb, 208 Pine Ridge Road, Jackson
MS 39206, 17,691.588 shares (6.48%) and (3) David B. Jones, 2727 Fairview
Avenue E, Seattle, WA 98102, 14,665.066 shares (5.38%).

ELECTION OF TRUSTEES

At the Meeting, nine Trustees are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Trustees
and until their successors shall be duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that unless a proxy instructs them to withhold authority to vote
for all listed nominees or any individual nominee, they will vote all
validly executed proxies for the election of the nominees named below as
Trustees of the Fund. As a Massachusetts business trust, the Fund does
not contemplate holding annual shareholder meetings for the purpose of
electing Trustees. Thus, the Trustees will be elected for indefinite
terms until a shareholder meeting is called for the purpose of voting for
Trustees and until their successors are elected and shall qualify.

Each of the nominees is presently a Trustee and has agreed to be nominated
and, if elected, to continue to serve as a Trustee of the Fund. All
Trustees except Mr. Avis have been elected by shareholders of the Fund.
All of the Trustees are also trustees, directors or managing general
partners of Oppenheimer Total Return Fund, Inc., Oppenheimer Equity Income
Fund, Oppenheimer Cash Reserves, Oppenheimer Strategic Funds Trust,
Oppenheimer Strategic Short-Term Income Fund, Oppenheimer Strategic Income
& Growth Fund, Oppenheimer Strategic Investment Grade Bond Fund, The New
York Tax-Exempt Income Fund, Inc., Oppenheimer Variable Account Funds,
Oppenheimer Champion High Yield Fund, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Integrity Funds, Oppenheimer High Yield Fund, Oppenheimer Tax-
Exempt Bond Fund, Centennial Money Market Trust, Centennial Government
Trust, Centennial New York Tax Exempt Trust, Centennial California Tax
Exempt Trust, Centennial Tax Exempt Trust, Centennial America Fund, L.P.,
and Daily Cash Accumulation Fund, Inc.(all of the foregoing funds are
collectively referred to as the "Denver-based OppenheimerFunds"). Mr.
Fossel and Mr. Swain are President and Chairman, respectively, for each
of the Denver-based OppenheimerFunds.

The nominees indicated below by an asterisk are "interested persons" (as
that term is defined in the Investment Company Act of 1940, hereinafter
referred to as the "Investment Company Act") of the Fund due to the
positions indicated with the Fund's investment adviser, Oppenheimer
Management Corporation (the "Manager") or its affiliates, or other
positions described. The year given below indicates when the nominee
first became a Trustee or Director of any of the Denver-based
OppenheimerFunds without a break in service. The beneficial ownership of
Class A shares listed below includes voting and investment control, unless
otherwise indicated below. If any of the nominees should be unable to
accept nomination or election, it is the intention of the persons named
as attorneys-in-fact in the enclosed proxy to vote such proxy for the
election of such other person or persons as the Board of Trustees may, in
its discretion, recommend. As of April 13, 1995, the Trustees and
officers of the Fund as a group owned 1,442.591 Class A shares of the Fund
in the aggregate, which was less than 1% of the Fund's outstanding Class
A shares. The foregoing statement does not reflect ownership of shares
held of record by an employee benefit plan for employees of the Manager
(for which plan two of the officers listed below, Messrs. Fossel and
Donohue, are Trustees), other than the shares beneficially owned under
that plan by the officers of the Fund listed below.

Shares Beneficially
Name and Other Business Experience Owned as of
Information During Past Five Years April 22, 1994
<S> <C> <C>
Robert G. Avis* Vice Chairman of A.G. 0
first became a Trustee Edwards & Sons, Inc.
or Director in 1993. (a broker-dealer) and
Age: 63 A.G. Edwards, Inc. (its
parent holding company);
Chairman of A.G.E. Asset
Management and A.G. Edwards
Trust Company (its
affiliated investment
adviser and trust company,
respectively).

William A. Baker Management Consultant. 0
first became a Trustee or
Director in 1966.
Age: 80

Charles Conrad, Jr. Vice President of McDonnell Douglas, 0
first became a Trustee or Ltd.; formerly associated with the
Director in 1970. National Aeronautics and Space
Age: 64 Administration.

Jon S. Fossel* Chairman, Chief Executive Officer 0
first became a Trustee or and a director of the Manager;
Director in 1993 and a director of Oppenheimer
Age: 53 Acquisition Corp. ("OAC"), parent of
the Manager; President and a director
of HarbourView Asset Management Corp.
("HarbourView"), an investment adviser
subsidiary of the Manager; a director
of Shareholder Services, Inc. ("SSI")
and Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of
the Manager; formerly President
of the Manager.

Raymond J. Kalinowski Director of Wave Technologies 0
first became a International, Inc. Formerly Vice Chairman
Trustee or and a director A.G. Edwards, Inc., parent
Director in 1988. holding company of A.G. Edwards & Sons, Inc.
Age: 63 (a broker-dealer) of which he was
Senior Vice President.

C. Howard Kast Formerly the Managing Partner of 0
first became a Trustee or Deloitte, Haskins & Sells (an
Director in 1988. accounting firm).
Age: 73

Robert M. Kirchner President of The Kirchner Company 0
first became a Trustee or (management consultants).
Director in 1963.
Age: 73

Ned M. Steel Chartered Property and Casualty 708.049
first became a Trustee Underwriter; Director of Visiting
or Director in 1963. Nurse Corporation of Colorado;
Age: 79 formerly Senior Vice President and a
Director of Van Gilder Insurance
Corp. (insurance brokers).

James C. Swain* Vice Chairman and a director 0
first became aa Truste of the Manager; President and a
or Director in 1969. director of Centennial Asset
Age: 61 Management Corporation ("Centennial"),
an investment adviser subsidiary of the
Manager; formerly President and a
director of Oppenheimer Asset
Management Corporation
("OAMC"), a former investment adviser
subsidiary of the Manager, and Chairman of
the Board of SSI.
</TABLE>
___________
* A nominee is an "interested person" of the Fund or the Manager under the
Investment Company Act.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Fund without regard to class is required for the
election of each nominee. The Board of Trustees recommends a vote in
favor of electing each nominee.

Functions of the Board of Trustees. The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees meet
regularly to review the activities of the Fund and of the Manager, which
is responsible for the Fund's day-to-day operations. Six regular meetings
and one special meeting of the Trustees were held in the fiscal year ended
September 30, 1994, and all of the Trustees except Mr. Fossel were present
for at least 75% of those meetings. The Trustees of the Fund have
appointed an Audit and Review Committee, comprised of Messrs. Baker
(Chairman), Conrad and Kirchner, none of whom is an "interested person"
(as that term is defined in the Investment Company Act) of the Manager
or the Fund. The functions of the Committee include (i) making
recommendations to the Board concerning the selection of independent
auditors for the Fund; (ii) reviewing the methods, scope and results of
audits and the fees charged; (iii) reviewing the adequacy of the Fund's
internal accounting procedures and controls; and (iv) establishing a
separate line of communication between the Fund's independent auditors and
its independent Trustees. The Committee met six times during the fiscal
year ended September 30, 1994 and all members attended at least 75% of the
meetings held during that period. The Board of Trustees does not have a
standing nominating or compensation committee.

- Remuneration of Trustees. The officers of the Fund are
affiliated with the Manager; they and the Trustees of the Fund who are
affiliated with the Manager (Messrs. Fossel and Swain, who are both
officers and Trustees) receive no salary or fee from the Fund. The
Trustees of the Fund (excluding Messrs. Fossel and Swain) received the
total amounts shown below (i) from the Fund, during its fiscal year ended
September 30, 1994, and (ii) from all 22 of the Denver-based
OppenheimerFunds (including the Fund) listed in the second paragraph of
this section, for services in the positions shown:

Compensation Denver-based
Name and Position from Fund OppenheimerFunds1

Robert G. Avis $ 836 $53,000.00
Trustee

William A. Baker $1,156 $73,257.01
Audit and Review
Committee Chairman
and Trustee

Charles Conrad, Jr. $1,077 $68,293.67
Audit and Review
Committee Member
and Trustee

Raymond J. Kalinowski $ 836 $53,000.00
Trustee

C. Howard Kast $ 836 $53,000.00
Trustee

Robert M. Kirchner $1,077 $68,293.67
Audit and Review
Committee Member
and Trustee

Ned M. Steel $ 836 $53,000.00
Trustee

______________________
1 For the 1994 calendar year.

Officers of the Fund. Each officer of the Fund is elected by the Trustees
to serve an annual term. Information is given below about the executive
officers who are not Trustees of the Fund, including their business
experience during the past five years.

David A. Rosenberg, Vice President and Portfolio Manager; Age: 36
Vice President of the Manager; an officer of other OppenheimerFunds,
formerly an officer and portfolio manager for Delaware Investment
Advisors and for one of its mutual funds.

Andrew J. Donohue, Vice President; Age: 44
Executive Vice President and General Counsel of Oppenheimer
Management Corporation (the "Manager") and Oppenheimer Funds
Distributor, Inc. (the "Distributor"); an officer of other
OppenheimerFunds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor; Partner in, Kraft
& McManimon (a law firm).

George C. Bowen, Vice President, Secretary and Treasurer; Age: 58
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and SFSI;
an officer of other OppenheimerFunds.

Robert G. Zack, Assistant Secretary; Age: 46
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
OppenheimerFunds.

Robert Bishop, Assistant Treasurer; Age: 36
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an Accountant for Yale &
Seffinger, P.C., an accounting firm and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.

Scott Farrar, Assistant Treasurer; Age: 29
Assistant Vice President of the Manager/Mutual Fund Accounting; an
officer of other OppenheimerFunds; previously a Fund Controller for
the Manager, prior to which he was an International Mutual Fund
Supervisor for Brown Brothers Harriman & Co., a bank, and previously
a Senior Fund Accountant for State Street Bank & Trust Company.

<PAGE>
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)

The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) of the
Fund or the Manager, at a meeting held August 23, 1994, selected Deloitte
& Touche LLP ("Deloitte") as auditors of the Fund for the fiscal year
beginning October 1, 1994. Deloitte also serves as auditors for the
Manager and certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the Class A,
Class B and Class C shareholders' vote to ratify the selection of Deloitte
as auditors. Representatives of Deloitte are not expected to be present
at the meeting but will be available should any matter arise requiring
their presence. The Board of Trustees recommends approval of the
selection of Deloitte & Touche as auditors of the Fund.

<PAGE>
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 2)

NOTE: This Proposal applies to Class B Shareholders only.

Class B shares were first offered to the public on May 3, 1993. At that
time, the Fund had adopted a Distribution Plan and Agreement for Class B
shares pursuant to Rule 12b-1 of the Investment Company Act. In June of
1993, the Fund's Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined in the Investment Company
Act) of the Fund and who have no direct or indirect financial interest in
the operation of the Fund's current 12b-1 plans or in any related
agreements ("Independent Trustees"), approved amendments to that plan to
recharacterize it as a distribution and service plan and agreement in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay on an annual basis up to 0.25%
of its average annual net assets as a service fee and up to 0.75% of its
average annual net assets as an asset-based sales charge. In February of
1994, the Distribution and Service Plan was further amended to eliminate
a provision which would require the Fund to continue to make payments to
Oppenheimer Funds Distributor, Inc. (the "Distributor") after the
termination of the Distribution and Service Plan.

At a meeting of the Fund's Board of Trustees held February 28, 1995 and
April 18, 1995, Oppenheimer Management Corporation (the "Manager")proposed
the adoption of a new Distribution and Service Plan and Agreement (the
"Proposed Plan") which is a "compensation type plan" instead of the
current "reimbursement type plan." After consideration of materials
submitted by the Manager and the Distributor on February 28, 1995, the
Board requested additional material which was provided to the Board for
its consideration and review at a meeting held on April 18, 1995. The
Fund's Board of Trustees, including a majority of the Independent
Trustees, approved the Proposed Plan, subject to shareholder approval, and
determined to recommend the Proposed Plan for approval by the
shareholders. A copy of the Proposed Plan is attached as Exhibit A to
this proxy statement.

Description of the Distribution and Service Plans. Under both the
Proposed Plan and the current Distribution and Service Plan and Agreement
(the "Current Plan"), the Fund makes payments to the Distributor for its
services in connection with the distribution of Class B Shares and the
personal service and maintenance of accounts that hold Class B shares.
The Fund pays the Distributor an asset-based sales charge of 0.75% per
annum on Class B shares outstanding for six years or less, and also pays
the Distributor a service fee of 0.25% per annum, each of which is
computed on the average annual net assets of Class B shares of the Fund.

Service Fee. The Proposed Plan and the Current Plan provide for payments
for two different distribution- related functions. The Distributor pays
certain brokers, dealers, banks or other institutions ("Recipients") a
service fee of 0.25% for providing personal services to Class B
shareholders and maintenance of shareholder accounts by those Recipients.
The services rendered by Recipients in connection with personal services
and the maintenance of Class B shareholder accounts may include but shall
not be limited to the following: answering routine inquiries from the
Recipient's customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the establishment
and maintenance of accounts or sub-accounts in the Fund and processing
share redemption transactions, making the Fund's investment plans and
dividend payment options available, and providing such other information
and services in connection with the rendering of personal services and/or
customer liaison services and the maintenance of accounts as the
Distributor or the Fund may reasonably request.

Service fee payments under the Proposed Plan and Current Plan by the
Distributor to Recipients are made (i) in advance for the first year Class
B shares are outstanding, following the purchase of shares, in an amount
equal to 0.25% of the net asset value of the shares purchased by the
Recipient or its customers and (ii) thereafter, on a quarterly basis,
computed as of the close of business each day at an annual rate of 0.25%
of the net asset value of Class B shares held in accounts of the Recipient
or its customers. In the event Class B shares are redeemed less than one
year after the date such shares were sold, the Recipient is obligated to
repay to the Distributor on demand a pro rata portion of such advance
service fee payments, based on the ratio of the remaining period to one
year.

Asset-Based Sales Charge. The Current Plan, a reimbursement type plan,
provides that the Fund will pay the Distributor on a monthly basis an
asset-based sales charge at an annual rate of up to 0.75% of the net asset
value of Class B shares outstanding for other services in connection with
the distribution of the Fund's Class B shares. Under the Current Plan,
the distribution assistance and administrative support services rendered
by the Distributor in connection with the sales of Class B shares may
include: (i) paying sales commissions to any broker, dealer, bank or other
institution that sells the Fund's Class B shares, (ii) paying compensation
to and expenses of personnel of the Distributor who support distribution
of Class B shares by Recipients, and (iii) paying or reimbursing the
Distributor for interest and other borrowing costs incurred on any
unreimbursed expenses carried forward to subsequent fiscal quarters.

The Proposed Plan, a compensation type plan, also provides that the Fund
will pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class B shares
outstanding to compensate the Distributor for providing distribution
assistance in connection with the distribution of the Fund's Class B
shares. Under the Proposed Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection
with the distribution of Class B shares may include: (i) paying service
fees and sales commissions to any broker, dealer, bank or other person or
entity that sells the Fund's Class B shares, (ii) paying compensation to
and expenses of personnel of the Distributor who support distribution of
Class B shares by Recipients, (iii) obtaining financing or providing such
financing from its own resources, or from an affiliate, for the interest
and other borrowing costs of the Distributor's unreimbursed expenses
incurred in rendering distribution assistance for Class B shares, and (iv)
paying certain other distribution-related expenses.

Other distribution assistance rendered by the Distributor and Recipients
under either Plan may include, but shall not be limited to, the following:
distributing sales literature and prospectuses other than those furnished
to current Class B shareholders, and providing such other information and
services in connection with the distribution of Class B shares as the
Distributor or the Fund may reasonably request.

The Proposed Plan further provides that such other distribution assistance
may include distribution assistance and administrative support services
rendered in connection with Class B shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii) pursuant
to a plan of reorganization to which the Fund is a party.

Under both Plans, the Distributor pays sales commissions from its own
resources to Recipients at the time of sale currently equal to 2.75% of
the purchase price of Fund shares sold by such Recipient, and advances the
first year service fee of 0.25%. Asset-based sales charge payments are
designed to permit an investor to purchase shares of the Fund without
paying a front-end sales load and at the same time permit the Distributor
to compensate Recipients in connection with the sale of Class B shares of
the Fund. After the first year Class B shares are outstanding, the
Distributor retains the asset-based sales charge. Under the Current Plan,
the Distributor uses the asset-based sales charge to recoup the sales
commissions it paid, the advances of the service fee payment it made, and
its financing costs.

The Distributor and the Fund anticipate that under the Current Plan it
will take a number of years for the Distributor to recoup the sales
commissions paid to Recipients and other distribution-related expenses,
from the Fund's payments to the Distributor, and from the contingent
deferred sales charge deducted from redemption proceeds for Class B shares
redeemed before the end of six years of their purchase, as described in
the Fund's prospectus.

The Proposed Plan and Current Plan contain a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class B shares sold prior to termination of the Plan. Pursuant to this
provision, payment of the service fee and asset-based sales charge could
be continued by the Board after termination. Class B shares automatically
convert to Class A shares six years after the purchase, and the Class A
12b-1 plan does not provide for an asset-based sales charge.

Additional Information. The Current Plan has the effect of increasing
annual expenses of Class B shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would otherwise
be. The Proposed Plan would have the effect of increasing annual expenses
of Class B shares of the Fund by 1.00% of the class's average annual net
assets from what those expenses would otherwise be. Payments by the Fund
to the Distributor under the Current Plan for the fiscal year ended
September 30, 1994 were $156,771 (1.00% of the Fund's net assets
represented by Class B shares during that period), of which the
Distributor paid $246 to an affiliate of the Distributor and retained
$154,274 as reimbursement for Class B sales commissions and service fee
advances, as well as financing costs; the balance was paid to Recipients
not affiliated with the Distributor. No Recipient received 10% or more
of such payments by the Fund in that period. If the Class B shareholders
approve this Proposal, the Proposed Plan shall, unless terminated as
described below, become effective upon shareholder approval and continue
in effect until October 31, 1995 and from year to year thereafter only so
long as such continuance is specifically approved, at least annually, by
the Fund's Board of Trustees and its Independent Trustees by a vote cast
in person at a meeting called for the purpose of voting on such
continuance. Either Plan may be terminated at any time by a vote of a
majority of the Independent Trustees or by a vote of the holders of a
"majority" (as defined in the Investment Company Act) of the Fund's
outstanding Class B shares. Each Plan may not be amended to increase
materially the amount of payments to be made without approval by Class B
shareholders. All material amendments must be approved by a majority of
the Independent Trustees.

Each Proposed Plan and Current Plan provides that while it is in effect,
the selection and nomination of those Trustees of the Fund who are not
"interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on any such selection
or nomination is approved by a majority of the Independent Trustees.

Under either Plan, the Board of Trustees may determine that no payment for
service fees will be made to any Recipient in any quarter if the aggregate
net asset value of all Fund shares held by the Recipient for itself and
its customers did not exceed a minimum amount, if any, that may be fixed
from time to time by a majority of the Independent Trustees. Initially,
the Board of Trustees has set the fee at the maximum rate and set no
minimum amount. Each Plan permits the Distributor and the Manager to make
additional distribution payments to Recipients from their own resources
(including profits from management fees) at no cost to the Fund. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of distribution assistance payments they make to
Recipients from their own assets.

Analysis of the Proposed Plan by the Board of Trustees. In considering
whether to recommend the Proposed Plan for approval, the Board requested
and evaluated information it deemed necessary to make an informed
determination. The Board found that there is a reasonable likelihood that
the Proposed Plan benefits the Fund and its Class B shareholders by
providing financial incentives to financial intermediaries to attract new
Class B shareholders to the Fund and by assisting the efforts of the Fund
and the Distributor to service and retain existing shareholders and
attract new investors. The Proposed Plan enables the Fund and the
Distributor to offer investors in the Fund alternative ways to purchase
shares. An investor may purchase Class A shares and pay a front-end sales
charge, or an investor may purchase Class B shares without a front-end
sales charge but which are subject to an asset-based sales charge, and to
a declining contingent deferred sales charge for six (6) years, or an
investor may purchase Class C shares, without a front-end sales charge but
which are subject to an asset-based sales charge, and to a 1% contingent
deferred sales charge if redeemed within 12 months after their purchase.
This arrangement allows the Fund to be competitive with similar funds,
including funds that impose sales charges, provide financial incentives
to institutions that direct investors to such funds, and provide
shareholder servicing and administrative services.

The Distributor identified two main difficulties with the Current Plan.
These involve accurately following certain distribution expenses when
exchanges among the funds occur, and the Distributors inability to recover
its distribution -related expenses incurred when funds enter into
reorganization agreements.

The Fund and the other mutual funds in the OppenheimerFunds complex have
arrangements so that a shareholder of one fund may exchange his or her
shares for the shares of the same class of one or more other
OppenheimerFunds. Frequently, a shareholder will enter into a number of
exchanges.

The Distributor advised the Board that the Distributor could not at this
time design and implement an expedient and cost-effective accounting
system to follow expenses of the sales commission, service fee payment and
other distribution-related expenses among the funds as exchanges occur.
Under a reimbursement type plan, accurate recording of such expenses may
be important so that one Fund is not burdened with expenses for which it
no longer has the assets.

It occasionally happens that, for various reasons, it is desirable for one
fund to reorganize into another fund when it is anticipated that such a
reorganization will benefit the funds involved. When reorganizations
occur, the Distributor currently must write off and thus is unable to
recover previously spent, but unrecovered, distribution expenses for the
fund which will go out of existence.

The compensation type Plan proposed for approval will eliminate the
foregoing difficulties and allow the Distributor to continue to provide
exchanges and reorganizations without having to risk the loss of, in some
cases, substantial amounts of money previously spent for distribution.
The Proposed Plan expressly provides that the distribution and
administrative support services under the plan may be rendered in
connection with Class B shares issued by the Fund in exchanges for other
OppenheimerFunds and in a reorganization with another mutual fund.

The Distributor advised the Board that under the Proposed Plan, it will
be able to track its expenses of distribution for the OppenheimerFunds
complex, and that it will also be able reasonably to identify its
distribution costs with respect to the Fund and each other Oppenheimer
fund by allocating the Distributor's distribution expenses among the funds
in the complex according to sales. While not a precise method, the Board
concluded that this method of allocating distribution expenses to the Fund
is a reasonable manner by which to identify the Distributor's expenses in
distributing the Fund's shares. The payments under the Proposed Plan will
remain subject to the limits imposed on asset-based sales charges by the
NASD.

The Board considered that a wide range of different situations might occur
in the future regarding the sale and redemption of Fund shares. It is
possible under the current reimbursement Plan for the Fund's payments to
be substantially reduced or cease when limited to reimbursement to the
Distributor for its costs. The Board concluded that this type of
situation is unlikely to occur. The Board also recognized that superior
investment performance could result in larger amounts paid by the Fund
under the Proposed Plan and the Distributor's recovery of more Plan
payments from the Fund than the Distributor had expended on the Fund.
Other differing scenarios were also discussed.

The Board also recognized that current shareholders who purchased Class
B shares may have reasonably expected to pay the asset-based sales charge
for six years although they may also have reasonably expected that the
Fund's payments would reimburse the Distributor within a reasonable time.
The level of annual payments by the Fund under the Proposed Plan will not
increase over the amounts currently paid by he Fund. Under the Proposed
Plan, however, over time the Fund's Plan payments may exceed the amount
which the Fund might pay under the Current Plan. The length of time over
which the Fund's payments will continue under the Proposed Plan is not
limited by any reimbursement factor, and the Fund's payments may thus
continue for a longer period of time than under the Current Plan, thus
potentially increasing the amount of Plan payments which reduce the
dividends and total return on Fund shares. The Board also recognized that
Class B shares convert to Class A shares at the end of 6 years after their
purchase. The distribution plan for Class A shares is a reimbursement
plan and does not provide for an asset-based sales charge.

The Board concluded that it is extremely difficult to predict purchases,
sales and exchanges by shareholders, and how future individual, market and
economic events may influence individual investor decisions. The Board
thus concluded that it is not reasonably possible to determine with any
degree of certainty at this time whether the Fund will pay more under the
Proposed Plan than it would under the Current Plan. The Distributor has
agreed to provide the Board with certain quarterly reports as to the
amount of payments made by the Fund under the Proposed Plan and the
purpose for which payments were made (similar to what the Board now
receives under the Current Plan). The Distributor will provide more
extensive annual reports to the Board which set forth the Distributor's
allocated distribution-related expenses and recovery of money by the
Distributor from the asset-based sales charges and contingent deferred
sales charges, and information on sales, redemptions and exchanges of Fund
shares and related data. The Board determined that under these quarterly
and annual reports, the Board will be provided with adequate information
about the payments which the Fund makes to the Distributor, about the
payments which the Distributor makes and receives in connection with the
distribution of the Fund's shares, and about the Distributor's other
distribution expenses. The Board anticipates that with this information,
the Board will be able to review each year the benefits which the Fund is
receiving from the Plan payments it makes to determine if the Fund is
benefiting at a level commensurate with those payments.

The Board concluded that it is likely that because the Proposed Plan
provides an alternative means for investors to acquire Fund shares without
paying an initial sales charge, it will benefit Class B shareholders of
the Fund by enabling the Fund to maintain or increase its present asset
base in the face of competition from a variety of financial products. The
Trustees recognized that payments made pursuant to the Proposed Plan would
likely be offset in part by economies of scale associated with the growth
of the Fund's assets. With larger assets, the Class B shareholders should
benefit as the Proposed Plan should help maintain Fund assets at the lower
investment advisory fee rate that is currently in effect. Costs of
shareholder administration and transfer agency operations will be spread
among a larger number of shares and shareholders as the Fund grows larger,
thereby reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily, more
efficiently, and at lesser cost to the Fund. The Board found that a
positive flow of new investment money is desirable primarily to offset the
potentially adverse effects that might result from a pattern of net
redemptions. Net cash outflow increases the likelihood that the Fund will
have to dispose of portfolio securities for other than investment purposes
and redemptions may increase administrative and transfer agent costs. Net
cash inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.

Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Trustees concluded that without an effective
means of selling and distributing Fund shares and servicing shareholders
and providing account maintenance, expenses may remain higher on a per
share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Proposed Plan is designed
to stimulate sales by and services from many types of financial
institutions.

The Trustees recognize that the Manager will benefit from the Proposed
Plan through larger investment advisory fees resulting from an increase
in Fund assets, since its investment advisory fees are based upon a
percentage of net assets of the Fund. The Board was also advised by the
Manager that a compensation plan could possibly decrease the time
necessary for the Distributor to recover, and could possibly increase the
likelihood that the Distributor might actually recover, the costs of
distributing Class B shares. If either were to occur, the profits of the
Manager, which is the parent company of the Distributor, would be
increased. The Board, including each of the Independent Trustees,
determined that the Proposed Plan is in the best interests of the Fund,
and that its continuation has a reasonable likelihood of benefiting the
Fund and its Class B shareholders. In its annual review of the Proposed
Plan, the Board will consider the continued appropriateness of the
Proposed Plan, including the level of payments provided for therein.

Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" of the Fund's Class B
voting securities is required for approval of the Proposed Plan. Such
"majority" vote is defined in the Investment Company Act as the vote of
the holders of the lesser of (i) 67% or more of the shares present or
represented by proxy at the shareholder meeting, if the holders of more
than 50% of the outstanding shares of that class are present or
represented by proxy, or (ii) more than 50% of the outstanding shares of
the Class. A vote in favor of this Proposal shall be deemed a vote to
approve the prior Plans and the Proposed Plan. The Board of Trustees
recommends a vote in favor of approving this Proposal.

<PAGE>
APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 3)

NOTE: This Proposal applies to Class C Shareholders only.

Class C shares were first offered to the public on February 1, 1995. At
that time the Fund had adopted a Distribution Plan and Agreement for Class
C shares pursuant to Rule 12b-1 of the Investment Company Act. At a
meeting of the Fund's Board of Trustees held February 28, 1995 and April
18, 1995, Oppenheimer management Corporation (the "Manager") proposed the
adoption of a new Distribution and Service Plan and Agreement (the
"Proposed Plan") which is a "compensation type plan" instead of the
current "reimbursement type plan." After consideration of materials
submitted by the Manager and Oppenheimer Funds Distributor, Inc. (the
"Distributor") on February 28, 1995, the Board requested additional
material which was provided to the Board for its consideration and review
at a meeting held on April 18, 1995. The Fund's Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund and who have no direct
or indirect financial interest in the operation of the Fund's current 12b-
1 plans or any related agreements ("Independent Trustees"), approved the
Proposed Plan, and determined to recommend the Proposed Plan for approval
by the shareholders. A copy of the Proposed Plan is attached as Exhibit
B to this proxy statement.

Description of the Distribution and Service Plans. Under both the
Proposed Plan and the current Distribution and Service Plan and Agreement
(the "Current Plan"), the Fund makes payments to the Distributor in
connection with the distribution of Class C Shares and the personal
service and maintenance of accounts that hold Class C shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum and
also pays the Distributor a service fee of 0.25% per annum, each of which
is computed on the average annual net assets of Class C shares of the
Fund.

Service Fee. The Proposed Plan and the Current Plan provide for payments
for two different distribution-related functions. The Distributor pays
certain brokers dealers, banks or other institutions ("Recipients") a
service fee of 0.25% for providing personal services to Class C
shareholders and for maintenance of shareholder accounts by those
Recipients. The services rendered by Recipients in connection with
personal services and the maintenance of Class C shareholder accounts may
include but shall not be limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund, providing
such customers with information on their investment in shares, assisting
in the establishment and maintenance of accounts or sub-accounts in the
Fund and processing share redemption transactions, making the Fund's
investment plans and dividend payment options available, and providing
such other information and services in connection with the rendering of
personal services and/or customer liaison services and the maintenance of
accounts as the Distributor or the Fund may reasonably request.

Service fee payments under the Proposed Plan and Current Plan by the
Distributor to Recipients are made (i) in advance for the first year Class
C shares are outstanding, following the purchase of shares, in an amount
equal to 0.25% of the net asset value of the shares purchased by the
Recipient or its customers and (ii) thereafter, on a quarterly basis,
computed as of the close of business each day at an annual rate of 0.25%
of the net asset value of Class C shares held in accounts of the Recipient
or its customers. In the event Class C shares are redeemed less than one
year after the date such shares were sold, the Recipient is obligated to
repay to the Distributor on demand a pro rata portion of such advance
service fee payments, based on the ratio of the remaining period to one
year.

Asset-Based Sales Charge. The Current Plan, a reimbursement type plan,
also provides that the Fund will pay the Distributor on a monthly basis
an asset-based sales charge at an annual rate of up to 0.75% of the net
asset value of Class C shares outstanding to reimburse the Distributor for
its expenses in rendering other services in connection with the
distribution of the Fund's Class C shares. Under the Current Plan, the
distribution assistance and administrative support services rendered by
the Distributor in connection with the sales of Class C shares may
include: (i) paying sales commissions to any broker, dealer, bank or other
institution that sells the Fund's Class C shares, (ii) paying compensation
to and expenses of personnel of the Distributor who support distribution
of Class C shares by Recipients, and (iii) paying or reimbursing the
Distributor for interest and other borrowing costs incurred on any
unreimbursed expenses carried forward to subsequent fiscal quarters.

The Proposed Plan, a compensation type plan, also provides that the Fund
will pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class C shares
outstanding to compensate the Distributor for providing distribution
assistance in connection with the distribution of the Fund's Class C
shares. Under the Proposed Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection
with the distribution of Class C shares may include: (i) paying service
fees and sales commissions to any broker, dealer, bank or other person or
entity that sells the Fund's Class C shares, (ii) paying compensation to
and expenses of personnel of the Distributor who support distribution of
Class C shares by Recipients, (iii) obtaining financing or providing such
financing from its own resources, or from an affiliate, for the interest
and other borrowing costs of the Distributor's unreimbursed expenses
incurred in rendering distribution assistance for Class C shares, and (iv)
paying certain other distribution expenses.

Other distribution assistance rendered by the Distributor and Recipients
under either Plan may include, but shall not be limited to, the following:
distributing sales literature and prospectuses other than those furnished
to current Class C shareholders, and providing such other information in
connection with the distribution of Class C shares as the Distributor or
the Fund may reasonably request.

The Proposed Plan further provides that such other distribution assistance
may include distribution assistance and administrative support services
rendered in connection with Class C shares acquired (i) by purchase, (ii)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii) pursuant
to a plan of reorganization to which the Fund is a party.

Under both Plans, the Distributor pays sales commissions from its own
resources to Recipients at the time of sale currently equal to 0.75% of
the purchase price of Fund shares sold by such Recipient, and advances the
first year service fee of 0.25%. Asset-based sales charge payments are
designed to permit an investor to purchase shares of the Fund without a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of Class C shares of the
Fund. The total up-front commission paid by the Distributor to the dealer
at the time of sale of Class C shares is 1.00% of the purchase price. The
Distributor retains the asset-based sales charge during the first year
shares are outstanding. Under the Current Plan, the Distributor uses the
asset-based sales charge to recoup the sales commissions it paid, the
advances of service fee payments it made, and its financing costs. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to the Recipient on Class C shares that have been outstanding
for a year or more.

The Distributor and the Fund anticipate that under the Current Plan it
will take a number of years for the Distributor to recoup the sales
commissions paid to Recipients and other distribution-related expenses,
from the Fund's payments to the Distributor, and from the contingent
deferred sales charge deducted from redemption proceeds for Class C shares
redeemed within 12 months of their purchase, as described in the Fund's
prospectus.

The Proposed and Current Plans each contain a provision which provides
that the Board may allow the Fund to continue payments to the Distributor
for Class C shares sold prior to termination of the Distribution and
Service Plan. Pursuant to this provision, payment of the service fee and
the asset-based sales charge could be continued by the Board after
termination.

Additional Information. The Current Plan has the effect of increasing
annual expenses of Class C shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would otherwise
be. The Proposed Plan would have the effect of increasing annual expenses
of Class C shares of the Fund by 1.00% of the class's average annual net
assets from what those expense would otherwise be. No payments were made
by the Fund to the Distributor under the current Class C Plan for the
fiscal year ended September 30, 1994 because Class C shares were not
publicly offered during that period. If the Class C shareholders approve
this Proposal, the Proposed Plan shall, unless terminated as described
below, become effective upon shareholder approval and continue in effect
until October 31, 1995 and from year to year thereafter only so long as
such continuance is specifically approved, at least annually, by the
Fund's Board of Trustees and its Independent Trustees by a vote cast in
person at a meeting called for the purpose of voting on such continuance.
Either Plan may be terminated at any time by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the Investment Company Act) of the Fund's outstanding Class C
shares. Each Plan may not be amended to increase materially the amount
of payments to be made without approval by Class C shareholders. All
material amendments must be approved by a majority of the Independent
Trustees.

Each of the Proposed Plan and Current Plan provides that while it is in
effect, the selection and nomination of those Trustees of the Fund who are
not "interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on any such selection
or nomination is approved by a majority of the Independent Trustees.

Analysis of the Proposed Plan by the Board of Trustees. In considering
whether to recommend the Proposed Plan for approval, the Board requested
and evaluated information it deemed necessary to make an informed
determination. The Board found that there is a reasonable likelihood that
the Proposed Plan benefits the Fund and its Class C shareholders by
providing financial incentives to financial intermediaries to attract new
Class C shareholders to the Fund and by assisting the efforts of the Fund
and the Distributor to service and retain existing shareholders and
attract new investors. The Proposed Plan enables the Fund and the
Distributor to offer investors in the Fund alternative ways to purchase
Class C shares. An investor may purchase Class A shares and pay a front-
end sales charge, or an investor may purchase Class B shares without a
front-end sales charge but which are subject to an asset-based sales
charge, and to a declining contingent deferred sales charge for six (6)
years, or an investor may purchase Class C shares without a front-end
sales charge but which are subject to an asset-based sales charge, and to
a 1% contingent deferred sales charge if redeemed within 12 months of
their purchase. This arrangement allows the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.

The Distributor identified two main difficulties with the Current Plan.
These involve accurately following certain distribution expenses when
exchanges among the funds occur, and the Distributor's inability to
recover its distribution-related expenses incurred when funds enter into
reorganization agreements.

The compensation type Plan proposed for approval will eliminate the
foregoing difficulties and allow the Distributor to continue to provide
exchanges and reorganizations without having to risk the loss of, in some
cases, substantial amounts of money previously spent for distribution.
The Proposed Plan expressly provides that the distribution and
administrative support services under the plan may be rendered in
connection with Class C shares issued by the Fund in exchanges for other
OppenheimerFunds and in a reorganization with another mutual fund.

The Board also recognized that current shareholders who purchased Class
C shares may have reasonably expected to pay the asset-based sales charge
each year although they may also have reasonably expected that the Fund's
payments would reimburse the Distributor within a reasonable time. The
level of annual payments by the Fund under the Proposed Plan will not
increase over the amounts currently paid by he Fund. Under the Proposed
Plan, however, over time the Fund's Plan payments may exceed the amount
which the Fund might pay under the Current Plan. The length of time over
which the Fund's payments will continue under the Proposed Plan is not
limited by any reimbursement factor, and the Fund's payments may thus
continue for a longer period of time than under the Current Plan, thus
potentially increasing the amount of Plan payments which reduce the
dividends and total return on Fund shares.

The Board concluded that it is likely that because the Proposed Plan
provides an alternative means for investors to acquire Fund shares without
paying an initial sales charge, it will benefit Class C shareholders of
the Fund by enabling the Fund to maintain or increase its present asset
base in the face of competition from a variety of financial products. The
Trustees recognized that payments made pursuant to the Proposed Plan would
likely be offset in part by economies of scale associated with the growth
of the Fund's assets. With larger assets, the Class C shareholders should
benefit as the Proposed Plan should help maintain Fund assets at the lower
investment advisory fee rate that is currently in effect. Costs of
shareholder administration and transfer agency operations will be spread
among a larger number of shares and shareholders as the Fund grows larger,
thereby reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily, more
efficiently, and at lesser cost to the Fund. The Board found that a
positive flow of new investment money is desirable primarily to offset the
potentially adverse effects that might result from a pattern of net
redemptions. Net cash outflow increases the likelihood that the Fund will
have to dispose of portfolio securities for other than investment purposes
and redemptions may increase administrative and transfer agent costs. Net
cash inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.

The Trustees recognize that the Manager will benefit from the Proposed
Plan through larger investment advisory fees resulting from an increase
in Fund assets, since its investment advisory fees are based upon a
percentage of net assets of the Fund. The Board was also advised by the
Manager that a compensation plan could possibly decrease the time
necessary for the Distributor to recover, and could possibly increase the
likelihood that the Distributor might actually recover, the costs of
distributing Class C shares. If either were to occur, the profits of the
Manager, which is the parent company of the Distributor, would be
increased. The Board, including each of the Independent Trustees,
determined that the Proposed Plan is in the best interests of the Fund,
and that its adoption reasonable likelihood of benefiting the Fund and its
Class C shareholders. In its annual review of the Proposed Plan, the
Board will consider the continued appropriateness of the Proposed Plan,
including the level of payments provided for therein.

Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" of the Fund's Class C
voting securities is required for approval of the Proposed Plan. The
definition of such "majority" vote under the Investment Company Act is
described in Proposal No. 2. A vote in favor of this Proposal shall be
deemed a vote to approve the prior Plan and the Proposed Plan. The Board
of Trustees recommends a vote in favor of approving this Proposal.

ADDITIONAL INFORMATION

The Manager and the Distributor. Subject to the authority of the Board
of Trustees, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. Oppenheimer Funds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares. The
address of the Manager and the Distributor is Two World Trade Center, New
York, New York 10048-0203.

The Manager (including a subsidiary) currently manages investment
companies, including other OppenheimerFunds, with assets of more than $30
billion as of March 31, 1995, and with more than 2.4 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). MassMutual is located at
1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC
is owned by (i) certain officers and/or directors of the Manager, (ii)
MassMutual and (iii) another investor. No institution or person holds 5%
or more of OAC's outstanding common stock except MassMutual. MassMutual
has engaged in the life insurance business since 1851. It is the nation's
twelfth largest life insurance company by assets and has an A.M. Best Co.
rating of "A++".

The common stock of OAC is divided into three classes. At December 31,
1994, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 422,023 shares of Class B voting stock, and (iii) 937,403
shares of Class C non-voting stock. This collectively represented 80.2%
of the outstanding common stock and 86.5% of the voting power of OAC as
of that date. Certain officers and/or directors of the Manager held (i)
706,286 shares of the Class B voting stock, representing 16.1% of the
outstanding common stock and 10.9% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 744,282 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund and two of
whom (Messrs. Jon S. Fossel and James C. Swain) serve as Trustees of the
Fund. Holders of OAC Class B and Class C common stock may put (sell)
their shares and vested options to OAC or MassMutual at a formula price
(based on earnings of the Manager). MassMutual may exercise call
(purchase) options on all outstanding shares of both such classes of
common stock and vested options at the same formula price, according to
a schedule that will commence on September 30, 1995. Since October 1,
1993, the only transaction by persons who serve as Trustees of the Fund
in excess of 1% of the outstanding shares of common stock or options of
OAC was by Mr. Fossel, who sold 12,662 shares of Class B OAC common stock
to MassMutual for $791,248 for cash payments by OAC or MassMutual to be
made as follows: one-third of the amount due (i) within 30 days of the
transaction, (ii) by the first anniversary following the transaction (with
interest), and (iii) by the second anniversary following the transaction
(with interest).

The names and principal occupations of the executive officers and
directors of the Manager are as follows: Jon S. Fossel, Chairman, Chief
Executive Officer and a director; Bridget A. Macaskill, President and a
director; Donald W. Spiro, Chairman Emeritus and a director; Robert G.
Galli and James C. Swain, Vice Chairmen of the Board of Directors; Robert
C. Doll, Jr. and O. Leonard Darling, Executive Vice Presidents; Tilghman
G. Pitts III, Executive Vice President and a director; Andrew J. Donohue,
Executive Vice President and General Counsel; Kenneth C. Eich, Executive
Vice President and Chief Financial Officer; George C. Bowen, Senior Vice
President and Treasurer; Victor Babin, Loretta McCarthy, Robert Patterson,
Nancy Sperte, Arthur Steinmetz, Ralph Stellmacher and Robert G. Zack,
Senior Vice Presidents. The address of Messrs. Bowen, Eich, and Swain is
3410 South Galena Street, Denver, Colorado 80231. The address of all
other officers and directors is Two World Trade Center, New York, New York
10048-0203, which is also the address of the Manager and OAC.
RECEIPT OF SHAREHOLDER PROPOSALS

The Fund is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either
the Fund or the shareholders (under special conditions described in the
Fund's Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet
certain conditions may be included in the Fund's proxy statement and proxy
for a particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares with
a value of at least $1,000 at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the
date on which the meeting is held. Another requirement relates to the
timely receipt by the Fund of any such proposal. Under those rules, a
proposal submitted for inclusion in the Fund's proxy material for the next
meeting after the meeting to which this proxy statement relates must be
received by the Fund a reasonable time before the solicitation is made.
The fact that the Fund receives a proposal from a qualified shareholder
in a timely manner does not ensure its inclusion in the proxy material,
since there are other requirements under the proxy rules for such
inclusion.

OTHER BUSINESS

Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote the proxy in accordance with their
judgment on such matters.

By Order of the Board of Trustees,

George C. Bowen, Secretary
May 26, 1995

PROXY/855.#1

<PAGE>
Exhibit A
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

FOR CLASS B SHARES OF

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 29th
day of June, 1995, by and between OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
(the "Fund") and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").

1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), contemplated by Rule
12b-1 (the "Rule") under the Investment Company Act of 1940 (the "1940
Act"), pursuant to which the Fund will compensate the Distributor for its
services incurred in connection with the distribution of Shares, and the
personal service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall have
the following meanings:

(a) "Recipient" shall mean any broker, dealer, bank or other
person
or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by the
Distributor to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Fund's Board of Trustees (the "Board") who
are not "interested persons" (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements relating to this Plan (the "Independent Trustees")
may remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-party
beneficiary hereof shall terminate.

(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed owned
by more than one Recipient for purposes of this Plan. In the event
that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the dealer of
record on the Fund's books as determined by the Distributor shall be
deemed the Recipient as to such Shares for purposes of this Plan.

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as
of the close of each business day (the "Asset-Based Sales Charge")
outstanding for six years or less (the "Maximum Holding Period"). Such
Service Fee payments received from the Fund will compensate the
Distributor and Recipients for providing administrative support
services with respect to Accounts. Such Asset-Based Sales Charge
payments received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection with the
sales of Shares.

The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to,
the following: answering routine inquiries concerning the Fund,
assisting in the establishment and maintenance of accounts or sub-
accounts in the Fund and processing Share redemption transactions,
making the Fund's investment plans and dividend payment options
available, and providing such other information and services in
connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably
request.

The distribution assistance in connection with the sale of Shares to
be rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current holders of the
Fund's Shares ("Shareholders"), and providing such other information
and services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.

It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it to
payments under the Plan. In the event that either the Distributor or
the Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
distribution assistance in connection with the sale of Shares or
administrative support services for Accounts, then the Distributor, at
the request of the Board, shall require the Recipient to provide a
written report or other information to verify that said Recipient is
providing appropriate distribution assistance and/or services in this
regard. If the Distributor or the Board of Trustees still is not
satisfied, either may take appropriate steps to terminate the
Recipient's status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.

(b) The Distributor shall make service fee payments to any
Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than the minimum
period (the "Minimum Holding Period"), if any, to be set from time to
time by a majority of the Independent Trustees.

Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by its
Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of Shares
computed as of the close of each business day, constituting Qualified
Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year, subject to reduction
or chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed by
Article III, Section 26, of the NASD Rules of Fair Practice. In the
event Shares are redeemed less than one year after the date such Shares
were sold, the Recipient is obligated and will repay to the Distributor
on demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1) year.

The Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made more often
than quarterly, and sooner than the end of the calendar quarter.
However, no such payments shall be made to any Recipient for any such
quarter in which its Qualified Holdings do not equal or exceed, at the
end of such quarter, the minimum amount ("Minimum Qualified Holdings"),
if any, to be set from time to time by a majority of the Independent
Trustees.

A majority of the Independent Trustees may at any time or from time
to time decrease and thereafter adjust the rate of fees to be paid to
the Distributor or to any Recipient, but not to exceed the rate set
forth above, and/or direct the Distributor to increase or decrease the
Maximum Holding Period, the Minimum Holding Period or the Minimum
Qualified Holdings. The Distributor shall notify all Recipients of the
Minimum Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, and the rate of payments hereunder applicable to
Recipients, and shall provide each Recipient with written notice within
thirty (30) days after any change in these provisions. Inclusion of
such provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the 1940
Act) of the Distributor if such affiliated person qualifies as a
Recipient.

(c) The Service Fee and the Asset-Based Sales Charge on
Shares are
subject to reduction or elimination of such amounts under the limits to
which the Distributor is, or may become, subject under Article III,
Section 26, of the NASD Rules of Fair Practice. The distribution
assistance and administrative support services to be rendered by the
Distributor in connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any broker,
dealer, bank or other person or entity that sells Shares, and/or paying
such persons Advance Service Fee Payments in advance of, and/or greater
than, the amount provided for in Section 3(b) of this Agreement; (ii)
paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an
affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering distribution
assistance and administrative support services to the Fund; (iv) paying
other direct distribution costs, including without limitation the costs
of sales literature, advertising and prospectuses (other than those
furnished to current Shareholders) and state "blue sky" registration
expenses; and (v) providing any service rendered by the Distributor
that a Recipient may render pursuant to part (a) of this Section 3.
Such services include distribution assistance and administrative
support services rendered in connection with Shares acquired (i) by
purchase, (ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-distributor, or
(iii) pursuant to a plan of reorganization to which the Fund is a
party. In the event that the Board should have reason to believe that
the Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with the
sale of Shares, then the Distributor, at the request of the Board,
shall provide the Board with a written report or other information to
verify that the Distributor is providing appropriate services in this
regard.

(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
its own resources, from Asset-Based Sales Charge payments or from its
borrowings.

(e) Notwithstanding any other provision of this Plan, this Plan
does
not obligate or in any way make the Fund liable to make any payment
whatsoever to any person or entity other than directly to the
Distributor. In no event shall the amounts to be paid to the
Distributor exceed the rate of fees to be paid by the Fund to the
Distributor set forth in paragraph (a) of this Section 3.

4. Selection and Nomination of Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.

5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly, and shall
state whether all provisions of Section 3 of this Plan have been complied
with.

6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.

7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on April 18, 1995, for the purpose of voting
on this Plan, and shall take effect after approved by Class B shareholders
of the Fund, at which time it shall replace the Fund's Distribution and
Service Plan and Agreement for the Shares dated February 23, 1994. Unless
terminated as hereinafter provided, it shall continue in effect from year
to year thereafter or as the Board may otherwise determine only so long
as such continuance is specifically approved at least annually by a vote
of the Board and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such continuance. This Plan may not
be amended to increase materially the amount of payments to be made
without approval of the Class B Shareholders, in the manner described
above, and all material amendments must be approved by a vote of the Board
and of the Independent Trustees. This Plan may be terminated at any time
by vote of a majority of the Independent Trustees or by the vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class. In the event of such
termination, the Board and its Independent Trustees shall determine
whether the Distributor shall be entitled to payment from the Fund of all
or a portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such termination.

8. Disclaimer of Shareholder Liability. The Distributor understands
that the obligations of the Fund under this Plan are not binding upon any
Trustee or shareholder of the Fund personally, but bind only the Fund and
the Fund's property. The Distributor represents that it has notice of the
provisions of the Declaration of Trust of the Fund disclaiming shareholder
and Trustee liability for acts or obligations of the Fund.

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

By:/s/ Robert G. Zack
Robert G. Zack, Assistant Secretary

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

By:/s/ Katherine P. Feld
Katherine P. Feld
Vice President & Secretary

<PAGE>
Exhibit B

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

FOR CLASS C SHARES OF

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

1. The Plan. This Plan is the Fund's written distribution plan for
Class C shares of the Fund (the "Shares"), contemplated by Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which the Fund will compensate the Distributor for its
services incurred in connection with the distribution of Shares, and the
personal service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall have
the following meanings:

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, within
forty-
five (45) days of the end of each calendar quarter, in the aggregate
amount (i) of 0.0625% (0.25% on an annual basis) of the average during
the calendar quarter of the aggregate net asset value of the Shares
computed as of the close of each business day (the "Service Fee"), plus
(ii) 0.1875% (0.75% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of the Shares
computed as of the close of each business day (the "Asset Based Sales
Charge"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing administrative
support services with respect to Accounts. Such Asset Based Sales
Charge payments received from the Fund will compensate the Distributor
and Recipients for providing distribution assistance in connection with
the sale of Shares.

The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to,
the following: answering routine inquiries concerning the Fund,
assisting in establishing and maintaining accounts or sub-accounts in
the Fund and processing Share redemption transactions, making the
Fund's investment plans and dividend payment options available, and
providing such other information and services in connection with the
rendering of personal services and/or the maintenance of Accounts, as
the Distributor or the Fund may reasonably request.

The distribution assistance in connection with the sale of Shares to be
rendered by Recipients may include, but shall not be limited to, the
following: distributing sales literature and prospectuses other than
those furnished to current holders of the Fund's Shares
("Shareholders"), and providing such other information and services in
connection with the distribution of Shares as the Distributor or the
Fund may reasonably request.

It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it to
payments under the Plan. In the event that either the Distributor or
the Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
distribution assistance in connection with the sale of Shares or
administrative support services for the Accounts, then the Distributor,
at the request of the Board, shall require the Recipient to provide a
written report or other information to verify that said Recipient is
providing appropriate distribution assistance and/or services in this
regard. If the Distributor or the Board of Trustees still is not
satisfied, either may take appropriate steps to terminate the
Recipient's status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.

(b) The Distributor shall make service fee payments to any
Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the calendar quarter of the aggregate net asset
value of Shares, computed as of the close of each business day
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than the minimum
period (the "Minimum Holding Period"), if any, to be set from time to
time by a majority of the Independent Trustees.

The Advance Service Fee Payments described in part (i) of the preceding
paragraph may, at the Distributor's sole option, be made more often
than quarterly, and sooner than the end of the calendar quarter. In
addition, the Distributor shall make asset-based sales charge payments
to any Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed 0.1875% (0.75% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of each
business day constituting Qualified Holdings owned beneficially or of
record by the Recipient or its Customers for a period of more than one
(1) year. However, no such service fee or asset-based sales charge
payments (collectively, the "Recipient Payments") shall be made to any
Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, to be set from time to time by
a majority of the Independent Trustees.

A majority of the Independent Trustees may at any time or from time to
time decrease and thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rates set forth
above, and/or direct the Distributor to increase or decrease the
Minimum Holding Period or the Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum Qualified
Holdings or Minimum Holding Period, if any, and the rates of Recipient
Payments hereunder applicable to Recipients, and shall provide each
Recipient with written notice within thirty (30) days after any change
in these provisions. Inclusion of such provisions or a change in such
provisions in a revised current prospectus shall constitute sufficient
notice. The Distributor may make Plan payments to any "affiliated
person" (as defined in the 1940 Act) of the Distributor if such
affiliated person qualifies as a Recipient.

(c) The Service Fee and the Asset-Based Sales Charge on Shares
are
subject to reduction or elimination of such amounts under the limits to
which the Distributor is, or may become, subject under Article III,
Section 26, of the NASD Rules of Fair Practice. The distribution
assistance and administrative support services to be rendered by the
Distributor in connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any broker,
dealer, bank or other person or entity that sell Shares, and/or paying
such persons Advance Service Fee Payments in advance of, and/or greater
than, the amount provided for in Section 3(b) of this Agreement; (ii)
paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an
affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering distribution
assistance and administrative support services to the Fund; (iv) paying
other direct distribution costs, including without limitation the costs
of sales literature, advertising and prospectuses (other than those
furnished to current Shareholders) and state "blue sky" registration
expenses; and (v) providing any service rendered by the Distributor
that a Recipient may render pursuant to part (a) of this Section 3.
Such services include distribution assistance and administrative
support services rendered in connection with Shares acquired (i) by
purchase, (ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-distributor, or
(iii) pursuant to a plan of reorganization to which the Fund is a
party. In the event that the Board should have reason to believe that
the Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with the
sale of Shares, then the Distributor, at the request of the Board,
shall provide the Board with a written report or other information to
verify that the Distributor is providing appropriate services in this
regard.

(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
its own resources, from Asset Based Sales Charge payments or from its
borrowings.

5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly written reports to the Fund's Board for
its review, detailing services rendered in connection with the
distribution of the Shares, the amount of all payments made and the
purpose for which the payments were made. The reports shall be provided
quarterly and shall state whether all provisions of Section 3 of this Plan
have been complied with.

7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on April 18, 1995 for the purpose of voting
on this Plan, and takes effect as of the date first set forth above.
Unless terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the Board may
otherwise determine only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such continuance. This Plan may not be amended to increase materially the
amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of the
Independent Trustees or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor is entitled
to payment from the Fund of all or a portion of the Service Fee and/or the
Asset-Based Sales Charge in respect of Shares sold prior to the effective
date of such termination.

8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.

OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

By:/s/ Robert G. Zack
Robert G. Zack, Assistant Secretary

OPPENHEIMER FUNDS DISTRIBUTOR, INC.

By: /s/ Katherine P. Feld
Katherine P. Feld, Vice President &
Secretary