U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Main Street Funds, Inc.
3410 South Galena Street
Denver, CO 80231-5099
2. Name of each series or class of funds for which this notice is
filed:
Oppenheimer Main Street Income & Growth Fund - Class C
3. Investment Company Act File Number: 811-5360
Securities Act File Number: 33-17850
4. Last day of fiscal year for which this notice is filed:
6/30/96
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction a.6):
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
10,384,545 $281,240,862
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
10,384,545 $281,240,862
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
238,379 $6,449,836
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $281,240,862
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $6,449,836
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$109,186,502
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv)) (if applicable): $178,504,196
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
------------
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)): $61,553
------------
Instruction: Issuers should complete line (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instructions C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule of Informal and Other Procedures (17 CFR
202.3a). /x/
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 8/21/96, Fed Wire #2870
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
Oppenheimer Main Street Funds Inc. for
the account of Oppenheimer Main Street
Income and Growth Fund
By: /s/ Robert J. Bishop
-------------------------------
Robert J. Bishop, Assistant Treasurer
Date: August 22, 1996
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\700c.24f<PAGE>
<PAGE>
Myer, Swanson, Adams & Wolf, P.C.
ATTORNEYS AT LAW
Rendle Myer THE COLORADO STATE BANK BUILDING Of Counsel
Allan B. Adams 1600 BROADWAY - SUITE 1480 Robert Swanson
Robert K. Swanson DENVER, COLORADO 80202-4915 ------
Thomas J. Wolf* TELEPHONE (303) 866-9800 Fred E. Neef
*Board certified civil FACSIMILE (303) 866-9818 (1910-1986)
trial advocate by the
National Board of Trial
Advocacy
August 20, 1996
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, 1996,
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 45,286,889
Class B shares 40,869,800
Class C shares 10,384,545
Oppenheimer Main Street California Tax-Exempt Fund
Class A shares 387,788
Class B shares 247,941
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
