Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Statement of
Additional Information constituting part of this registration statement on
Form N-14 (the "Registration Statement") of our report dated ___________,
2000 relating to the financial statements and financial highlights appearing
in the ________, 2000 Annual Report to Shareholders of Oppenheimer Main
Street Growth & Income Fund.
We also consent to the incorporation by reference of our report into the
Prospectus of Oppenheimer Main Street Growth & Income Fund dated ________,
2000 which constitutes part of this Registration Statement. We also consent
to the reference to us under the heading "Independent Accountants" in the
Statement of Additional Information of Oppenheimer Main Street Growth &
Income Fund and to the reference to us under the heading "Financial
Highlights" in the Prospectus of Oppenheimer Main Street Growth & Income Fund
both dated ________, 2000.
We also consent to the references to us under the headings "Tax Consequences
of the Reorganization", "Tax Aspects of the Reorganization" and "Agreement
and Plan of Reorganization" in the combined Proxy Statement and Prospectus
constituting part of this Registration Statement.
We also consent to the use in Part C constituting part of this Registration
Statement of our draft Tax Opinion.
Deloitte & Touche LLP
Denver, Colorado
_________, 2000
