<PAGE>
Katherine P. Feld
Vice President &
Associate Counsel
August 28, 1995
U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Main Street Funds, Inc.
Reg. No. 33-17850, File No. 811-5360
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Main Street Funds, Inc. accompanied by an opinion of counsel
for the registration of additional shares of the above Fund. The filing
fee of $608,258, calculated at the rate of 1/29 of 1% of the value of the
Fund's shares sold in excess of the shares redeemed for each class for the
fiscal year ended June 30, 1995, was wired to the SEC's account at Mellon
Bank on August 24, 1995 (Fed Wire Nos. 4929 and 4893) and referenced this
filing.
The Fund has previously registered an indefinite number of shares
pursuant to Rule 24f-2. The purpose of the Notice was to make definite
the registration of the two portfolios of Main Street Funds, Inc. in
reliance on Rule 24f-2 as follows:
<TABLE>
<CAPTION>
Portfolio Shares
<S> <C> <C>
Oppenheimer Main Street Income & Growth Fund:Class A55,373,867
Class B 27,077,516
Class C 13,345,163
Oppenheimer Main Street California Tax-Exempt Fund:Class A549,187
Class B 125,642
</TABLE>
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc (w/enclosures): Allan B. Adams, Esq.
Mr. Robert Bishop
Ms. Gloria LaFond
SEC/700.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Main Street Funds, Inc.
3410 South Galena Street, Denver, Colorado 80231
(Registration No. 33-17850, File No. 811-5360)
NOTICE IS HEREBY GIVEN that Oppenheimer Main Street Funds, Inc. having
previously filed by post-effective amendment of its registration statement
a declaration that an indefinite number of its securities were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended June 30,
1995.
(ii) No shares which had been registered other than pursuant to this
Rule remained unsold at the beginning of the above fiscal year.
(iii) No shares were registered other than pursuant to this Rule during
the above fiscal year.
(iv) The number of shares sold during the above fiscal year for each
portfolio was as follows (1):
Portfolio Class Shares
--------- ----- ------
Oppenheimer Main Street Income & Growth Fund A 55,373,867
B 27,077,516
C 13,345,163
Oppenheimer Main Street California Tax-Exempt Fund A 549,187
B 125,642
(v) The number of shares sold during the above fiscal year for each
portfolio in reliance upon registration pursuant to this Rule was as
follows:
Portfolio Class Shares
--------- ----- ------
Oppenheimer Main Street Income & Growth Fund A 55,373,867
B 27,077,516
C 13,345,163
Oppenheimer Main Street California Tax-Exempt Fund A 549,187
B 125,642
Pursuant to the requirements of the Investment Company Act of 1940, the
undersigned registrant has caused this notice to be signed on its behalf
this 25th day of August, 1995.
Oppenheimer Main Street Funds, Inc.
By /s/ Andrew J. Donohue
-----------------------------------
Andrew J. Donohue, Vice President
--------------
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
<TABLE>
<CAPTION>
Value of
Value of Shares Filing
Portfolio Class Shares Sold Redeemed Net Fee
--------- ----- ----------- -------- --- ------
<S> <C> <C> <C> <C> <C>
Oppenheimer Main Street A $1,244,595,377$(288,650,558)$955,944,819$329,636
Income & Growth Fund B $ 600,973,013$( 23,404,708)$577,568,305$199,161
C $ 288,841,445$( 59,730,279)$229,111,166$ 79,004
Oppenheimer Main Street A $ 6,669,947$(12,506,362)$( 5,899,415)$ 0*
California Tax-Exempt Fund B$ 1,482,012$( 155,361)$ 1,326,651 $ 457
---------
Total $608,258
</TABLE>
----------------------
* Class A shares of Oppenheimer Main Street California Tax-Exempt Fund
redeemed in excess of shares sold to be re-registered pursuant to Rule
24e-2 total 532,809.
SEC\700.24F
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
August 23, 1995
Oppenheimer Main Street Funds, Inc.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
This opinion is rendered in connection with the public offering of the
$.01 par value shares of stock of Oppenheimer Main Street Funds, Inc., a
corporation organized under the laws of the State of Maryland (the
"Corporation"). The Corporation currently has authorized the
establishment of two series, the Oppenheimer Main Street Income & Growth
Fund which issues Class A, Class B and Class C shares, and the Oppenheimer
Main Street California Tax-Exempt Fund which issues Class A and Class B
shares. As counsel for the Corporation, we have examined such records and
documents and have made such further investigation and examination as we
deem necessary for the purposes of this opinion.
We are advised that during the fiscal period ended June 30, 1995, the
following shares of each of the two above named series of the Corporation
were sold in reliance on the registration of an indefinite number of
shares pursuant to Rule 24f-2 of the Investment Company Act of 1940:
Oppenheimer Main Street Income & Growth Fund
Class A shares 55,373,867
Class B shares 27,077,516
Class C shares 13,345,163
Oppenheimer Main Street California Tax-Exempt Fund
Class A shares 549,187
Class B shares 125,642
It is our opinion that the said shares of stock of each series and class
of the Corporation sold in reliance on Rule 24f-2 of the Investment
Company Act of 1940 are legally issued, fully paid and nonassessable by
the Corporation.
Sincerely,
MYER, SWANSON, ADAMS & WOLF, P.C.
By /s/ Allan B. Adams
----------------------------------
Allan B. Adams
