February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Cash Reserves/Reg. No. 33-23223, File No.
811-5582
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic
("EDGAR") filing made pursuant to Rule 24f-2 of the Investment
Company Act
of 1940 (the "1940 Act") on February 27, 1995 on behalf of
Oppenheimer
Cash Reserves (the "Fund") accompanied by an opinion of counsel for
the
registration of additional shares of the Fund. The filing fee of
$17,657,
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 the fiscal year ended
December
31, 1994, was wired to the SEC's account at Mellon Bank on February
21,
1995 (Fed Wire No. 4428) and referenced this filing. The Fund has
previously registered an indefinite number of shares pursuant to
Rule 24f-
2.
The purpose of the Notice is to make definite the
registration of
shares in reliance on Rule 24f-2 as follows:
Class A: 272,892,508
Class B: 101,626,173
Class C: 11,011,788
Very truly
yours,
/s/ Katherine P. Feld
Katherine P.
Feld
Vice
President &
Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc: Allan B. Adams, Esq.
Lynn Coluccy
Gloria LaFond
SEC/7601
<PAGE>
Rule 24f-2 Notice for Oppenheimer Cash Reserves
3410 South Galena Street, Denver, CO 80231
(Registration No. 33-23223, 811-5582)
NOTICE IS HEREBY GIVEN that Oppenheimer Cash Reserves having
previously
filed in its registration statement a declaration that an
indefinite
number of its shares of beneficial interest 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
December 31,
1994.
(ii) Shares registered other than pursuant to this Rule that
remained
unsold at the beginning of the above fiscal year were as
follows:
Class A Shares: 26,468,952
Class B Shares: 0
Class C Shares: 0
(iii) Shares registered other than pursuant to this Rule during
the above
fiscal year were as follows:
Class A Shares: 20,017,280
Class B Shares: 0
Class C Shares: 0
(iv) The number of shares sold during the above fiscal year
were as
follows: (1)
Class A Shares: 298,811,461
Class B Shares: 101,626,173
Class C Shares: 11,011,788
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A Shares: 272,892,508
Class B Shares: 101,626,173
Class C Shares: 11,011,788
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 22nd day of February, 1995.
Oppenheimer Cash Reserves
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
(1)The calculation of the aggregate sales price is made pursuant to
Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during
the
previous fiscal year as shown below, reduced by an actual
redemption price
of securities of the issuer redeemed during such previous fiscal
year as
shown below, the filing fee (calculated at the rate of 1/29 of 1%
of net
sales) is indicated below. Class A shares previously registered
remaining
unsold total 20,567,279.
<TABLE>
<CAPTION>
Difference
Value of
Between Value
Value of Shares
Sold & Value Filing
Shares Sold Redeemed
Redeemed Fee
<S> <C>
<C> <C>
Class A $298,811,461 ($272,892,505)
$25,918,956 $-0-*
Class B $101,626,173 ($ 55,969,471)
$45,656,702 $15,744
Class C $ 11,011,788 ($ 5,464,923)
$ 5,546,865 $ 1,913
Total $17,657
<FN>
_____________
*Using 25,918,956 shares previously registered valued at
$25,918,956.
</TABLE>
SEC/7601
<PAGE>
MYER, SWANSON, ADAMS & WOLF,
P.C.
Attorney At Law
The Colorado State Bank
Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 22, 1995
Oppenheimer Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A,
Class
B and Class C shares of Oppenheimer Cash Reserves (formerly
Centennial
Cash Reserves), a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Trust"), as counsel for the
Trust, 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 year ended December 31, 1994,
the
following shares of Class A, Class B and Class C shares of
beneficial
interest in the Trust 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.
Class A shares: 272,892,508
Class B shares: 101,626,173
Class C shares: 11,011,788
It is our opinion that the said shares of beneficial interest sold
by the
Trust in reliance on Rule 24f-2 of the Investment Company Act of
1940 are
legally issued and, subject to the matters mentioned in the next
paragraph, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of the Trust may, under
certain
circumstances, be held personally liable as partners for the
obligations
of the Trust. The Declaration of Trust does, however, contain an
express
disclaimer of shareholder liability for acts or obligations of the
Trust
and requires that notice of such disclaimer be given in each
agreement,
obligation, or instrument entered into or executed by the Trust or
the
Trustees. The Declaration of Trust provides for indemnification
out of
the trust property of any shareholder held personally liable for
the
obligations of the Trust. The Declaration of Trust also provides
that the
Trust shall, upon request, assume the defense of any claim made
against
any shareholder for any act or obligation of the Trust and satisfy
any
judgment thereon.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS &
WOLF, P.C.
