OPPENHEIMER MAIN STREET FUNDS INC
N-30D, 1994-03-10
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Oppenheimer Main Street California Tax-Exempt Fund
            Semi-Annual Report December 31, 1993


(COVER PHOTO: MAN & WOMAN HIKING)


(OPPENHEIMER FUNDS(R) LOGO)

"With today's higher taxes, we worried that the income from our investment
wouldn't be enough.
"This Fund has given us what we need--tax-free income.
"We can keep more of what we earn, while our investment helps build California."

<PAGE>

Fund Facts

In this report:
Answers to three timely questions you should ask your Fund's managers.
* Why does the Fund's current investment strategy emphasize higher quality
bonds?
* What is the outlook for California's economic situation and state budget
difficulties?
* With interest rates at historically low levels, how has the Fund maintained
an attractive yield?

Five Facts Every Shareholder Should Know About Oppenheimer Main Street
California Tax-Exempt Fund

1            The Fund seeks high current income exempt from federal and
             California state income taxes while attempting to preserve capital.
             It invests principally in California municipal securities rated
             within the four highest credit rating categories.

2            During the past twelve months, dividends and capital gains
             distributions paid per Class A share totaled $0.829.

3            The standardized yield for the 30 days ended December 31, 1993 for
             Class A shares was 5.38%.(1)

4            Under the new, higher federal tax rates, the value of tax-free
             income has increased. The table shows the taxable equivalent yield
             required to match the Fund's current yield for the new tax
             brackets.
                       
                       
                                      Here is the taxable equivalent of 
                                      the Fund's yield for a California 
                                      taxpayer, filing a joint return with 
                                      taxable income of:

                         Fund Yield 
                         on 12/31/93   $92,000    $150,000    $260,000
             Class A(1)     5.38%         8.60%       9.27%       9.90%

             This table assumes that an investor's highest effective tax bracket
             (combined federal and state) applies to the change in taxable
             income resulting from a switch between taxable and non-taxable
             investments. A portion of the Fund's distributions may be subject
             to income taxes. For investors subject to alternative minimum tax,
             a portion of the Fund's distributions may increase that tax.

5            "The California municipal bond market performed well during the
             past year despite a difficult local economy, government budget
             difficulties and various natural disasters. Because California is
             the largest municipal bond market in the country, its size and
             diversity makes it very resilient and actually quite stable. Due
             to the tremendous supply of California issues during the year,
             yields were higher than the national average. And declining
             interest rates caused price appreciation in many California
             municipal bonds. These factors led to strong total returns for Fund
             shareholders."
                     Portfolio Manager, Robert Patterson, December 31, 1993
 

1. Standardized yield is net investment income calculated on a yield to
maturity basis for the 30-day period ended 12/31/93, divided by the maximum
offering price at the end of the period, compounded semi-annually and then
annualized.
2. Based on the change in net asset value per Class A share from 6/30/93 and
12/31/92 to 12/31/93. The Fund's average annual total returns after deducting
the current maximum sales charge of 4.75% per Class A share for the 1-year
period and since inception of the class on 5/18/90 ended 12/31/93 were 7.75%
and 9.25%, respectively. All performance figures assume reinvestment of
dividends and capital gains distributions. Certain Class B performance data
is not yet available as Class B shares were first publicly offered 10/29/93.
3. Source: Morningstar Mutual Funds 12/31/93, an independent mutual fund
monitoring service, which ranks funds in specific investment categories
monthly by a quantitative system that uses investment performance, risk
assessment factors and adjusts returns for fees and sales loads. One star is
the lowest ranking, five stars the highest. Of 2,160 funds ranked by
Morningstar in that period, 216 received a five-star ranking and 432 funds
received a four-star ranking. Risk assessment reflects fund performance
relative to three-month Treasury bill returns. Past performance does not
guarantee future results.
4. The Fund's portfolio is subject to change.
Past performance does not guarantee future results. The principal value and
return of an investment in the Fund will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.


2    Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>

Report to Shareholders

We would like to extend a warm welcome to all shareholders of Oppenheimer
Main Street California Tax-Exempt Fund, which recently became a member of
OppenheimerFunds.

The Fund provided shareholders with competitive tax-free yields during the
six months ended December 31, 1993. The standardized yield for Class A shares
was 5.38% for the 30 days ended December 31, 1993.(5) Total return at net 
asset value for the Fund's Class A shares for the six and twelve months ended
December 31, 1993 were 5.03% and 13.13%, respectively.(6) In recognition of 
its performance, the Fund was awarded a (4 stars) ranking from Morningstar 
Mutual Funds.(7)

During 1993, the strong California municipal bond market was driven by three
key factors: declining interest rates, an increase in federal tax rates and
signs of economic improvement. Declining interest rates caused bond prices to
appreciate. The recent increase in federal tax rates has made municipal bonds
even more attractive to investors in higher tax brackets. This demand has
also increased the value of bonds in the Fund's portfolio.

Despite a later and deeper recession than the rest of the country, there are
signs of improvement in California's economy and the state government has
made progress in addressing its budget difficulties. This improvement
strengthened the state's ability to meet its financial obligations and
positively affected the Fund's holdings. In light of these developments, the
Fund's strategy for the past year was to stay fully invested in higher
quality securities with an emphasis on essential service revenue bonds.(8) 
As of December 31, 1993, 56.4% of the portfolio was invested in top-rated 
AAA bonds. These higher quality bonds offer more dependable returns relative 
to lower-rated bonds which provide only slightly higher yields. We sought to
lock in current rates on the portfolio's securities using call protection.
This helps us to maintain the income available to the Fund from these
investments.

In selecting bonds, the managers diversify the portfolio's holdings by
geographic origin and by market sector, with holdings in utilities,
transportation and hospitals.

Going forward, the Fund will continue to seek attractive essential service
revenue bonds and undervalued investment grade bonds. We are optimistic that
California will continue its economic rebound due to its well-diversified
resource base and its position as a major world trade center.

Finally, as we write this letter, we are just learning of  the devastating
effects of the earthquake that struck the Los Angeles area on January 17. Our
thoughts are with our shareholders who were affected by this disaster and we
wish good health and prosperity for all Californians in 1994. We appreciate
your confidence in the Fund's management. We will continue to do our best to
fulfill your financial needs.


"The Fund
was awarded
a (4 stars) ranking from Morningstar."


(James C. Swain signature)                      (Jon S. Fossel signature)

James C. Swain                                  Jon S. Fossel
Chairman, Oppenheimer Main Street Funds, Inc.   President, Oppenheimer Main
                                                  Street Funds, Inc.
January 21, 1994

5. See footnote 1, page 2.
6. See footnote 2, page 2.
7. See footnote 3, page 2.
8. See footnote 4, page 2.



3    Oppenheimer Main Street California Tax-Exempt Fund


<PAGE>


Statement of Investments 
December 31, 1993 (Unaudited) 

<TABLE>
<CAPTION>
                                                         Ratings: Moody's/    Face         Market Value 
                                                         S&P's/Fitch's        Amount       See Note 1 

<S>                                                      <C>                  <C>            <C>
Municipal Bonds and Notes--97.6% 

California--85.7% 

Alameda County, California Certificates of 
Participation, BIG Insured, Prerefunded, 7.25%, 6/1/09   Aaa/AAA              $  135,000     $  161,527 

Anaheim, California Public Financing Authority Tax 
Allocation Revenue Bonds, Registered Residual 
Interest Tax-Exempt Securities, MBIA Insured, 10.07%, 
12/28/18(1)                                              Aaa/AAA               1,000,000      1,225,643 

California Educational Facilities Authority Revenue 
Bonds: 
Santa Clara University Project, 6.25%, 2/1/16            A1/NR                 1,000,000      1,117,646 
Stanford University Project, Series G, Prerefunded, 
8.50%, 12/1/15                                           Aaa/AAA               1,000,000      1,061,376 

California Health Facilities Financing Authority 
Revenue Insured Bonds: 
Episcopal Homes Project, Series A, 
OSHPD Insured, 7.80%, 7/1/15                             NR/A+                 1,000,000      1,145,484 
Henry Mayo Newhall Project, Series A, 
OSHPD Insured, 8%, 10/1/18                               NR/A+                   280,000        321,706 
Unihealth America Project, Series A, AMBAC 
Insured, Prerefunded, 7.625%, 10/1/15                    Aaa/AAA               1,000,000      1,174,254 

California Housing Finance Agency Revenue 
Bonds, Home Mortgage, Series C, FHA Insured, 
7.60%, 8/1/30                                            Aa/A+                    75,000         80,632 

California Pollution Control Financing Authority 
Revenue Bonds, Pacific Gas & Electric Co., 
Series B, 6.35%, 6/1/09                                  A1/A                  2,000,000      2,155,064 

California State Department of Water Resources 
Revenue Bonds, Central Valley Water System Project, 
Series L, 5.50%, 12/1/23                                 Aa/AA                 2,000,000      2,006,412 

California State General Obligation Bonds: 
FSA Insured, 5.50%, 4/1/19                               Aaa/AAA               2,500,000      2,526,950 
7%, 8/1/09                                               Aa/A+/AA              1,000,000      1,201,320 

California State Public Works Board Lease Revenue 
Bonds: 
Department of Corrections California State Prison, 
Series B, MBIA Insured, 5.50%, 12/1/12                   Aaa/AAA/A+            3,000,000      3,060,339 
Regents of the University of California, Series A, 
Prerefunded, 7%, 9/1/15                                  Aaa/AAA/AAA             150,000        176,509 

Capistrano, California University School District 
Community Facilities District Special Tax Bonds, 
No. 87-1, 7.60%, 9/1/14                                  NR/NR                 1,000,000      1,071,139 

Contra Costa, California Water District Revenue 
Bonds, Series A, Prerefunded, 6.875%, 10/1/20            A/A+                  1,100,000      1,287,705 

Corona, California Certificates of Participation, 
Series B, Prerefunded, 10%, 11/1/20                      Aaa/AAA               2,250,000      3,194,597 

Cucamonga County, California Water District 
Facilities Refinancing Certificates of Participation, 
FGIC Insured, 6.50%, 9/1/22                              Aaa/AAA/AAA           1,000,000      1,090,087 

East Bay, California Municipal Utility District 
Water System Revenue Bonds, AMBAC Insured, 
Prerefunded, 6.375%, 6/1/21                              Aaa/AAA               1,000,000      1,151,991 

                               4 Oppenheimer Main Street California Tax-Exempt Fund<PAGE>
 
                                                         Ratings: Moody's/    Face         Market Value 
                                                         S&P's/Fitch's        Amount       See Note 1 

California 
(continued) 

Kings River Conservation District, California Pine 
Flat Power Revenue Bonds, Series C, 
Prerefunded, 7.90%, 1/1/20                               Aaa/AA               $1,700,000     $1,934,396 

Los Angeles, California Community Redevelopment 
Agency, Community Redevelopment Financing 
Authority Revenue Bonds, Grand Central Qualified 
Redevelopment, Series A, 5.90%, 12/1/13                  A/A                   1,000,000      1,000,000 

Los Angeles, California Department of Water and 
Power Electric Plant: 
Revenue Bonds: 
Second Issue 1991 Bonds, 6%, 6/1/12                      Aa/AA                   500,000        530,846 
7.375%, 2/1/29                                           Aa/AA                 2,000,000      2,311,930 
Revenue Refunding Bonds, 5.375%, 9/1/23                  Aa/AA                 1,500,000      1,480,155 

Los Angeles, California Wastewater System Revenue 
Refunding Bonds, Series D, FGIC Insured, 8.70%, 
11/1/03                                                  Aaa/AAA/AAA           5,115,000      6,772,745 

Los Angeles County, California Certificates of 
Participation, Correctional Facilities Project, MBIA 
Insured, 6.50%, 9/1/13                                   Aaa/AAA                 400,000        439,144 

Los Angeles County, California Transport Commission 
Sales Tax: 
Revenue Bonds, Series A, Prerefunded, 6.75%, 7/1/20      Aaa/A+/A+               600,000        697,485 
Revenue Refunding Bonds, Series A, 
Prerefunded, 8%, 7/1/16                                  Aaa/A+/A+             1,620,000      1,878,291 

Metropolitan Water District, Southern California 
Waterworks Revenue Bonds: 
5%, 7/1/20                                               Aa/AA                 2,500,000      2,373,425 
8.027%, 10/30/20(1)                                      Aa/AA                 1,500,000      1,524,756 
6%, 7/1/21                                               Aa/AA                   750,000        781,675 

Modesto, California Irrigation District Certificates 
of Participation, Geysters Geothermal Power 
Project, Prerefunded, 8.875%, 10/1/17                    Aaa/AAA                 500,000        557,800 

Orange County, California Community Facilities 
District Special Tax Bonds: 
No. 87-3 Mission Viejo, Series A, 8.05%, 8/15/08         A/NR                  1,480,000      1,710,949 
No. 88-1 Aliso Viejo, Series A, 7.35%, 8/15/18           NR/NR                 2,000,000      2,128,750 

Paramount, California Redevelopment Agency Tax 
Allocation Revenue Refunding Bonds, Redevelopment 
Project No. 1, Series A, 9.65%, 6/1/16                   NR/AAA/BBB            1,000,000      1,108,954 

Pittsburg, California Improvement Bond Act of 1915 
Bonds, Assessment District 1990-01, 7.75%, 9/2/20        NR/NR                   100,000        103,138 

Rancho, California Water District Financing Authority 
Revenue Refunding Bonds, AMBAC Insured, 5%, 8/15/14      Aaa/AAA               1,250,000      1,209,062 

Redding, California Electric System Revenue 
Certificates of Participation, Registered Residual 
Interest Certificates: 
FGIC Insured, 8.348%, 6/1/19(1)                          Aaa/AAA/AAA           1,150,000      1,186,998 
MBIA Insured, 9.968%, 7/8/22(1)                          Aaa/AAA                 500,000        640,603 

5   Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 

                                                         Ratings: Moody's/    Face         Market Value 
                                                         S&P's/Fitch's        Amount       See Note 1 

Statement of Investments (Unaudited) (Continued) 

California (continued) 

Riverside County, California Community Facilities 
District Bonds, Special Tax Number 88-12, 7.55%, 9/1/17  NR/NR                $1,500,000     $1,623,001 

Sacramento, California Municipal Utility District 
Electric Revenue Refunding Bonds: 
Series D, MBIA Insured, 5.25%, 11/15/20                  Aaa/AAA/A-            2,000,000      1,968,730 
FGIC Insured, 9.875%, 8/15/18(1)                         Aaa/AAA/AAA           1,500,000      1,724,640 

San Diego County, California Water Authority Water 
Revenue Certificates of Participation, Series B, 
MBIA Insured, 9.78%, 4/8/21(1)                           Aaa/AAA               1,000,000      1,164,122 

San Francisco, California Bay Area Rapid Transit 
District Revenue Refunding Bonds, 
AMBAC Insured, 6.75%, 7/1/11                             Aaa/AAA               1,000,000      1,180,517 

San Francisco, California City and County Airport 
Commission International Airport Revenue Refunding 
Bonds, Second Series, Issue I, AMBAC Insured, 
6.30%, 5/1/11                                            Aaa/AAA               1,000,000      1,092,272 

San Joaquin Hills, California Transportation 
Corridor Agency Toll Road Revenue Bonds, Sr. Lien, 
6.75%, 1/1/32                                            NR/NR/BBB             3,500,000      3,612,433 

Southern California Home Financing Authority Single 
Family Mortgage Revenue Bonds, GNMA and FNMA 
Mortgage-Backed Securities, Series A, 7.35%, 9/1/24      NR/AAA                  330,000        349,106 

Southern California Public Power Authority Revenue 
Refunding Bonds: 
Southern Transmission Project, AMBAC Insured, 
Prerefunded, 8.75%, 7/1/13                               Aaa/AAA                 200,000        214,838 
8.897%, 7/1/12(1)                                        Aa/AA-                2,500,000      2,804,885 

University of California Revenue Refunding Bonds, 
Multiple Purpose Project, Series A, 6.875%, 9/1/16       A/A-                  1,000,000      1,124,311 

Victorville, California Special Tax Bonds, Community 
Facilities District No. 90-1 (Western Addition), 
Series A, 8.30%, 9/1/16                                  NR/NR                   450,000        489,394 

West Basin, California Municipal Water District 
Certificates of Participation, AMBAC Insured, 
Prerefunded, 6.85%, 8/1/16                               Aaa/AAA               1,000,000      1,166,307 
                                      
                                                                                             74,096,039 

U.S. Possessions--11.9% 
Puerto Rico Commonwealth Highway Authority 
Revenue Bonds, Series P, 8.125%, 7/1/13                  Aaa/AAA               2,000,000      2,384,388 

Puerto Rico Commonwealth Public Improvement 
General Obligation Bonds: 
Series A, Prerefunded, 7.75%, 7/1/17                     UR/AAA                1,000,000      1,193,378 
Prerefunded, 7.25%, 7/1/12                               Baa/A                 1,430,000      1,625,451 
YCNS, MBIA Insured, 8.784%, 7/1/08(1)                    Aaa/AAA               1,500,000      1,665,702 

Puerto Rico Housing Finance Corp. Single Family 
Mortgage Revenue Bonds, Portfolio 1, Series B, 
7.65%, 10/15/22                                          Aaa/AAA                 480,000        507,363 

                               6 Oppenheimer Main Street California Tax-Exempt Fund
 <PAGE>
  
                                                         Ratings: Moody's/    Face         Market Value 
                                                         S&P's/Fitch's        Amount       See Note 1 

U.S. Possessions 
(continued) 

Puerto Rico Public Buildings Authority Guaranteed 
Public Education and Health Facilities Revenue Bonds, 
Series H, Prerefunded, 7.875%, 7/1/07                    Aaa/AAA              $2,500,000    $ 2,888,654 
                                                                                             
                                                                                             10,264,936 

Total Municipal Bonds and Notes (Cost $79,015,637)                                           84,360,975 

Short-Term Tax-Exempt Obligations--2.3% 

California Health Facilities Financing Authority Revenue 
Bonds, Pooled Loan Program, Series B, 2.65%(2)                                   500,000        500,000 
Los Angeles, California Multifamily Housing Revenue 
Bonds, Series K, 2.65%(2)                                                      1,500,000      1,500,000 

Total Short-Term Tax-Exempt Obligations (Cost $2,000,000)                                     2,000,000 

Total Investments, at Value (Cost $81,015,637)                                      99.9%    86,360,975 

Other Assets Net of Liabilities                                                       .1        123,430 

Net Assets                                                                         100.0%   $86,484,405 
<FN>

1. Represents the current interest rate for a variable rate security. 
2. Floating or variable rate obligation maturing in more than one year. The 
interest rate, which is based on specific, or an index of, market interest 
rates, is subject to change periodically and is the effective rate on 
December 31, 1993. A demand feature allows the recovery of principal at any 
time, or at specified intervals not exceeding one year, on up to 30 days' 
notice. 
</TABLE>

See accompanying Notes to Financial Statements. 

                   7 Oppenheimer Main Street California Tax-Exempt Fund
<PAGE>
 

Statement of Assets and Liabilities 
December 31, 1993 (Unaudited) 

<TABLE>
<S>                                                                                <C>
Assets 
Investments, at value (cost $81,015,637)--see accompanying statement               $86,360,975 
Cash                                                                                    74,706 
Receivables: 
Interest                                                                             1,651,127 
Shares of capital stock sold                                                           136,728 
Deferred organization costs                                                              2,080 
Other                                                                                    6,796 
Total assets                                                                        88,232,412 

Liabilities 
Payables and other liabilities: 
Investments purchased                                                                1,209,722 
Dividends                                                                              285,784 
Shares of capital stock redeemed                                                       240,098 
Distribution assistance--Note 4                                                             96 
Other                                                                                   12,307 
Total liabilities                                                                    1,748,007 

Net Assets                                                                         $86,484,405 

Composition of 
Net Assets 
Par value of shares of capital stock                                               $    67,225 
Additional paid-in capital                                                          81,345,053 
Overdistributed net investment income                                                  (77,065) 
Distributions in excess of net realized gain from investment transactions             (196,146) 
Net unrealized appreciation on investments--Note 3                                   5,345,338 
Net assets                                                                         $86,484,405 

Net Asset Value 
Per Share 
Class A Shares: 
Net asset value and redemption price per share (based on net assets of 
$86,143,106 and 6,695,926 shares of capital stock outstanding)                     $     12.87 
Maximum offering price per share 
(net asset value plus sales charge of 4.75% of offering price)                     $     13.51 
Class B Shares: 
Net asset value, redemption price and offering price per share 
(based on net assets of $341,299 and 26,549 shares of capital stock outstanding)   $     12.86 
</TABLE>

See accompanying Notes to Financial Statements. 


8 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 


Statement of Operations 
For the Six Months Ended December 31, 1993 (Unaudited) 

<TABLE>
<S>                                                     <C>
Investment Income 
Interest                                                $2,615,112 

Expenses 
Management fees--Note 4                                    152,870 
Transfer and shareholder servicing agent fees--Note 4       25,367 
Shareholder reports                                         15,123 
Legal and auditing fees                                      7,416 
Registration and filing fees: 
Class A                                                      5,761 
Class B                                                         78 
Custodian fees and expenses                                    939 
Directors' fees and expenses                                   710 
Organization costs                                             707 
Distribution assistance: 
Class B--Note 4                                                330 
Other                                                        1,412 
Total expenses                                             210,713 

Net Investment Income                                    2,404,399 

Realized and Unrealized 
Gain (Loss) on Investments 
Net realized loss on investments                          (161,032) 
Net change in unrealized appreciation on investments: 
Beginning of period                                      3,699,858 
End of period--Note 3                                    5,345,338 
Net change                                               1,645,480 
Net realized and unrealized gain on investments          1,484,448 

Net Increase in Net Assets Resulting From Operations    $3,888,847 
</TABLE>

See accompanying Notes to Financial Statements. 

9 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 


Statements of Changes in Net Assets 

<TABLE>
<CAPTION>
                                                                    Six Months Ended     Year Ended 
                                                                    December 31, 1993    June 30, 
                                                                    (Unaudited)          1993 
<S>                                                                 <C>                  <C>
Operations 
Net investment income                                               $ 2,404,399          $ 3,542,119 
Net realized gain (loss) on investments                                (161,032)             175,417 
Net change in unrealized appreciation or depreciation 
on investments                                                        1,645,480            2,790,047 
Net increase in net assets resulting from operations                  3,888,847            6,507,583 

Dividends and 
Distributions to 
Shareholders 
Dividends from net investment income: 
Class A ($.391 and $.81 per share, respectively)                     (2,436,792)          (3,585,299) 
Class B ($.089 per share)                                                (1,492)                  -- 
Distributions from net realized gain on investments: 
Class A ($.028 and $.02 per share, respectively)                       (186,963)             (78,238) 
Class B ($.028 per share)                                                  (599)                  -- 

Capital Stock 
Transactions 
Net increase in net assets resulting from Class A capital stock 
transactions--Note 2                                                 12,495,870           29,488,371 
Net increase in net assets resulting from Class B capital stock 
transactions--Note 2                                                    338,504                   -- 

Net Assets 
Total increase                                                       14,097,375           32,332,417 
Beginning of period                                                  72,387,030           40,054,613 
End of period (including overdistributed net investment income of 
$77,065 and $43,180, respectively)                                  $86,484,405          $72,387,030 
</TABLE>

See accompanying Notes to Financial Statements. 


10 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 


Financial Highlights 

<TABLE>
<CAPTION>
                                               Class A                                                          Class B 
                                               Six Months Ended    Year Ended                                   Period Ended 
                                               Dec. 31, 1993       June 30,                                     Dec. 31, 1993(1) 
                                               (Unaudited)         1993         1992      1991       1990(2)    (Unaudited) 
<S>                                            <C>                 <C>          <C>       <C>        <C>        <C>
Per Share Operating Data: 
Net asset value, beginning 
of period                                      $ 12.66             $ 12.05      $ 11.61   $ 11.56    $11.43      $12.92 

Income from investment operations: 
Net investment income                              .39                 .80          .82       .83(3)    .06(3)      .09 
Net realized and unrealized gain 
(loss) on investments                              .24                 .64          .45       .05       .13        (.03) 

Total income from 
investment operations                              .63                1.44         1.27       .88       .19         .06 

Dividends and distributions to shareholders: 
Dividends from 
net investment income                             (.39)               (.81)        (.82)     (.83)     (.06)       (.09) 
Distributions from net realized 
gain on investments                               (.03)               (.02)        (.01)       --        --        (.03) 

Total dividends and distributions 
to shareholders                                   (.42)               (.83)        (.83)     (.83)     (.06)       (.12) 

Net asset value, end of period                 $ 12.87             $ 12.66      $ 12.05   $ 11.61    $11.56      $12.86 

Total Return, at Net Asset Value(4)               5.03%              12.53%       11.21%     7.94%     1.95%        .60% 

Ratios/Supplemental Data: 
Net assets, end of period 
(in thousands)                                 $86,143             $72,387      $40,055   $13,924    $2,027      $  341 

Average net assets                                                                                              
(in thousands)                                 $80,576             $54,840      $26,304   $ 6,661    $1,685      $  225 

Number of shares outstanding 
at end of period (in thousands)                  6,696               5,719        3,324     1,199       175          27 

Ratios to average net assets: 
Net investment income                             5.92%(5)            6.46%        6.74%     6.94%     5.48%(5)    4.16%(5) 
Expenses                                           .52%(5)             .39%         .32%      .33%(3)   .20%(3)(5) 1.56%(5) 

Portfolio turnover rate(6)                         6.0%                5.8%        25.7%     14.6%      0.0%        6.0% 
<FN>
1. For the period from October 29, 1993 (inception of offering) to December 31, 1993. 
2. For the period from May 18, 1990 (commencement of operations) to June 30, 1990. 
3. Net investment income would have been $.82 and $.04 per share in 1991 and 1990 absent the voluntary expense 
assumption, resulting in an expense ratio of .42% and 1.93%, respectively. 
4. Assumes a hypothetical initial investment on the business day before the first day of the fiscal period, 
with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption 
at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected 
in the total returns. 
5. Annualized. 
6. The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market 
value of portfolio securities owned during the period. Securities with a maturity or expiration date at the 
time of acquisition of one year or less are excluded from the calculation. Purchases and sales of investment 
securities (excluding short-term securities) for the six months ended December 31, 1993 were $15,902,992 and 
$4,562,028, respectively. 
</TABLE>

See accompanying Notes to Financial Statements. 


11 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 

Notes to Financial Statements (Unaudited) 

1. Significant Accounting Policies 
Oppenheimer Main Street California Tax-Exempt Fund (the Fund), formerly named 
Main Street Funds, Inc.- California Tax-Exempt Fund, is a separate series of 
Oppenheimer Main Street Funds, Inc., an open-end management investment 
company registered under the Investment Company Act of 1940, as amended. The 
Fund's investment advisor is Oppenheimer Management Corporation (the 
Manager). The Fund offers both Class A and Class B shares. Class A shares are 
sold with a front-end sales charge. Class B shares may be subject to a 
contingent deferred sales charge. Both classes of shares have identical 
rights to earnings, assets and voting privileges, except that each class has 
its own expenses directly attributable to a particular class and exclusive 
voting rights with respect to matters affecting a single class. In addition, 
Class B shares have their own distribution plan and will automatically 
convert to Class A shares six years after the date of purchase. The following 
is a summary of significant accounting policies consistently followed by the 
Fund. 

Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York 
time) on each trading day. Long-term debt securities are valued by a 
portfolio pricing service approved by the Board of Directors. Long-term debt 
securities which cannot be valued by the approved portfolio pricing service 
are valued by averaging the mean between the bid and asked prices obtained 
from two active market makers in such securities. Short-term debt securities 
having a remaining maturity of 60 days or less are valued at cost (or last 
determined market value) adjusted for amortization to maturity of any premium 
or discount. Securities for which market quotes are not readily available are 
valued under procedures established by the Board of Directors to determine 
fair value in good faith. 

Allocation of Income, Expenses and Gains and Losses. Income, expenses (other 
than those attributable to a specific class) and gains and losses are 
allocated daily to each class of shares based upon the relative proportion of 
net assets represented by such class. Operating expenses directly 
attributable to a specific class are charged against the operations of that 
class. 

Federal Income Taxes. The Fund intends to continue to comply with provisions 
of the Internal Revenue Code applicable to regulated investment companies and 
to distribute all of its taxable income, including any net realized gain on 
investments not offset by loss carryovers, to shareholders. Therefore, no 
federal income tax provision is required. 

Organization Costs. The Manager advanced $16,719 for organization and 
start-up costs of the Fund. Such expenses are being amortized over a five-year 
period from the date operations commenced. In the event that all or part of 
the Manager's initial investment in shares of the Fund is withdrawn during 
the amortization period, the redemption proceeds will be reduced to reimburse 
the Fund for any unamortized expenses, in the same ratio as the number of 
shares redeemed bears to the number of initial shares outstanding at the time 
of such redemption. 

Distributions to Shareholders. The Fund intends to declare dividends 
separately for Class A and Class B shares from net investment income each 
regular business day and pay such dividends monthly. Distributions from net 
realized gains on investments, if any, will be declared at least once each 
year. 

Other. Investment transactions are accounted for on the date the investments 
are purchased or sold (trade date). Discount on securities purchased is 
amortized over the life of the respective securities, in accordance with 
federal income tax requirements. Realized gains and losses on investments and 
unrealized appreciation and depreciation are determined on an identified cost 
basis, which is the same basis used for federal income tax purposes. 


12 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>
 

2. Capital Stock 
The Fund has authorized 26,250,000 shares of $.01 par value capital stock of 
each class. Transactions in shares of capital stock were as follows: 

<TABLE>
<CAPTION>
                                         Six Months Ended December 31, 1993(1)    Year Ended June 30, 1993 
                                         Shares              Amount               Shares      Amount 
<S>                                      <C>                 <C>                  <C>          <C>          
Class A: 
Sold                                     1,239,250           $15,173,939          2,642,454    $32,529,648 
Dividends and distributions reinvested      84,974             1,770,391            201,620      2,481,021 
Redeemed                                  (347,434)           (4,448,460)          (449,110)    (5,522,298) 
Net increase                               976,790           $12,495,870          2,394,964    $29,488,371 

Class B: 
Sold                                        26,466           $   337,434                 --    $        -- 
Dividends and distributions reinvested          83                 1,070                 --             -- 
Net increase                                26,549           $   338,504                 --    $        -- 
<FN>
1. For the six months ended December 31, 1993 for Class A shares and for the 
period from October 29, 1993 (inception of offering) to December 31, 1993 for 
Class B shares. 
</TABLE>

3. Unrealized Gains and Losses on Investments 
At December 31, 1993, net unrealized appreciation on investments of 
$5,345,338 was composed of gross appreciation of $5,380,141, and gross 
depreciation of $34,803. 

4. Management Fees And Other Transactions With Affiliates 
Management fees paid to the Manager were in accordance with the investment 
advisory agreement with the Fund which provides for an annual fee of .55% on 
net assets, with a contractual waiver when net assets are less than $100 
million. Annual fees, reflecting this waiver, are .40% on net assets of $75 
million or more but less than $100 million, .25% of net assets of $50 million 
or more but less than $75 million, .15% of net assets of $25 million or more 
but less than $50 million, and 0% on net assets less than $25 million. 
The Manager has agreed to assume Fund expenses (with specified exceptions) in 
excess of the regulatory limitation of the State of California. 

For the six months ended December 31, 1993, commissions (sales charges paid 
by investors) on sales of Class A shares totaled $505,899, of which $81,064 
was retained by Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary of 
the Manager, as general distributor. 

Oppenheimer Shareholder Services (OSS), a division of the Manager, is the 
transfer and shareholder servicing agent for the Fund, and for other 
registered investment companies. OSS's total costs of providing such services 
are allocated ratably to these companies. 

Under an approved plan of distribution, the Fund may expend up to .25% of its 
Class B net assets annually to reimburse OFDI for costs incurred in 
distributing Class B shares of the Fund, including amounts paid to brokers, 
dealers, banks and other institutions. In addition, Class B shares are 
subject to an asset-based sales charge of .75% of net assets annually, to 
reimburse OFDI for sales commissions paid from its own resources at the time 
of sale and associated financing costs. In the event of termination or 
discontinuance of the Class B plan of distribution, the Fund would be 
contractually obligated to pay OFDI for any expenses not previously 
reimbursed or recovered through contingent deferred sales charges. During the 
six months ended December 31, 1993, OFDI retained $330 as reimbursement for 
Class B distribution-related expenses and sales commissions. 


13 Oppenheimer Main Street California Tax-Exempt Fund

<PAGE>


Oppenheimer Main Street California Tax-Exempt Fund
A Series of Oppenheimer Main Street Funds, Inc.

Officers and Directors    James C. Swain, Chairman and Chief Executive
                            Officer
                          William A. Baker, Director
                          Charles Conrad, Jr., Director
                          Jon S. Fossel, Director and President
                          Raymond J. Kalinowski, Director
                          C. Howard Kast, Director
                          Robert M. Kirchner, Director
                          Ned M. Steel, Director
                          Andrew J. Donohue, Vice President
                          Robert E. Patterson, Vice President
                          George C. Bowen, Vice President, Secretary and
                            Treasurer
                          Lynn M. Coluccy, Assistant Treasurer
                          Robert G. Zack, Assistant Secretary

Investment Advisor        Oppenheimer Management Corporation

Distributor               Oppenheimer Funds Distributor, Inc.

Transfer and Shareholder  Oppenheimer Shareholder Services
Servicing Agent

Custodian of              The Bank of New York
Portfolio Securities

Independent Auditors      Deloitte & Touche

Legal Counsel             Myer, Swanson & Adams, P.C.

The financial statements included herein have been taken from the records of
the Fund without examination by the independent auditors.

This is a copy of a report to shareholders of Oppenheimer Main Street
California Tax-Exempt Fund. This report must be preceded or accompanied by a
Prospectus of Oppenheimer Main Street California Tax-Exempt Fund. For
material information concerning the Fund, see the Prospectus.


14    Oppenheimer Main Street California Tax-Exempt Fund.


<PAGE>

The Family of OppenheimerFunds

OppenheimerFunds offers over 30 funds designed to fit virtually every 
investment goal. Whether you're investing for retirement, your children's 
education, or tax-free income, we have the funds to help you seek your 
objective.

When you invest with OppenheimerFunds, you can feel comfortable knowing that 
you are investing with a respected financial institution with over 30 years 
of experience in helping people just like you reach their financial goals. 
And you're investing with a leader in global, growth stock, and flexible 
fixed income investments--with over 1.7 million shareholder accounts and more 
than $25 billion under Oppenheimer's management and that of our affiliates.

As an OppenheimerFunds shareholder, you can easily exchange shares of 
eligible funds of the same class by mail or by telephone for a small 
administrative fee.(1) For more information on OppenheimerFunds, please 
contact your financial advisor or call us at 1-800-525-7048 for a 
prospectus. You may also write us at the address shown on the back cover. 
As always, please read the prospectus carefully before you invest.

<TABLE>
<S>                            <C>                                       <C>
Specialty Stock Funds          Global Bio-Tech Fund                      Gold & Special Minerals Fund
                               Global Environment Fund

Stock Funds                    Discovery Fund                            Global Fund
                               Time Fund                                 Oppenheimer Fund
                               Target Fund                               Value Stock Fund
                               Special Fund

Stock and Bond Funds           Main Street Income & Growth Fund          Equity Income Fund
                               Total Return Fund                         Asset Allocation Fund
                               Global Growth & Income Fund

Bond Funds                     High Yield Fund                           Strategic Short-Term Income Fund
                               Champion High Yield Fund                  Investment Grade Bond Fund
                               Strategic Income & Growth Fund            Mortgage Income Fund(3)
                               Strategic Income Fund                     U.S. Government Trust
                               Strategic Diversified Income Fund         Government Securities Fund
                               Strategic Investment Grade Bond Fund

Tax-Exempt Funds               New York Tax-Exempt Fund(2)               Tax-Free Bond Fund
                               Main Street California Tax-Exempt Fund(2) Insured Tax-Exempt Bond Fund
                               Pennsylvania Tax-Exempt Fund(2)           Intermediate Tax-Exempt Bond Fund
                               Florida Tax-Exempt Fund(2)

Money Market Funds             Money Market Fund                         Tax-Exempt Cash Reserves
                               Cash Reserves
<FN>
1. The fee is waived for PhoneLink exchanges between existing accounts. Exchange privileges are subject to change or termination.
2. Available only to residents of those states.
3. Formerly GNMA Fund.
</TABLE>

OppenheimerFunds are distributed by Oppenheimer Funds Distributor, Inc., 
Two World Trade Center, New York, NY 10048-0203. (C) Copyright 1994 Oppenheimer
Management Corporation. All rights reserved.

15  Oppenheimer Main Street California Tax-Exempt Fund


<PAGE>

"How may I help you?"

General Information 
1-800-525-7048
Talk to a Customer Service Representative.
Monday through Friday from 
8:30 a.m. to 8:00 p.m., and Saturday from 10:00 a.m. 
to 2:00 p.m. ET.

Telephone Transactions 
1-800-852-8457
Make account transactions with a Customer Service Representative. 
Monday through Friday from 
8:30 a.m. to 8:00 p.m. ET.

PhoneLink
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Get automated information or make automated transactions.
24 hours a day, 7 days a week.

Telecommunication 
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Service for the hearing impaired.
Monday through Friday from 
8:30 a.m. to 8:00 p.m. ET.

OppenheimerFunds Information Hotline
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Hear timely and insightful 
messages on the economy and 
issues that affect your finances. 
24 hours a day, 7 days a week.

"Just as OppenheimerFunds offers over 30 different funds designed to help meet
virtually every investment need, Oppenheimer Shareholder Services offers a
variety of services to satisfy your individual needs. Whenever you require help,
we're only a toll-free phone call away. 

"For personalized assistance and account information, call our General
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Representatives. 

"We also make it easy for you to redeem shares, exchange shares, or conduct
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"And for added convenience, OppenheimerFunds' PhoneLink, an automated voice
response system, is available 24 hours a day, 7 days a week. PhoneLink gives you
access to variety of fund, account, and market information. You can even make
purchases, exchanges and redemptions using your touch-tone phone. Of course,
PhoneLink will always give you the option to speak with a Customer Service
Representative during regular business hours.

"When you invest in OppenheimerFunds, you know you'll receive a high level of
customer service. The International Customer Service Association knows it, too,
as it recently awarded Oppenheimer Shareholder Services a 1993 Award of
Excellence for consistently demonstrating superior customer service.

"Whatever your needs, we're ready to assist you."

Barbara Hennigar 
President 
Oppenheimer Shareholder Services

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