Registration No. 33-23223
File No. 811-5582
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 11 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 / /
AMENDMENT NO.__ / /
OPPENHEIMER CASH RESERVES
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)
1-303-671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / on __________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on ________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1995 was filed on February 28, 1996.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of shares of
Oppenheimer Cash Reserves, an open-end management investment company.
A. Title and amount of shares being registered (number of shares or
other units):
Additional 9,716,294 Class B shares of beneficial interest of
Oppenheimer Cash Reserves.
Additional 870,955 Class C shares of beneficial interest of
Oppenheimer Cash Reserves.
B. Proposed aggregate offering price to the public of the shares being
registered:
$9,716,294 based upon the offering price of $1.00 per Class B
share at March 8, 1996(1).
$870,955 based upon the offering price of $1.00 per Class C share
at March 8, 1996(2).
C. Amount of filing fee pursuant to Rule 24e-2:
$200
_______________
(1)Class B: The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2 of the Investment Company Act of 1940. The
total number of Class B shares sold during the previous fiscal year of
the Fund ended December 31, 1995 was 112,731,377. No redeemed or
repurchased shares have been used for reductions pursuant to paragraph
(a) of Rule 24e-2 in any previous filing of Post-Effective Amendments
during the current fiscal year; 122,157,671 shares were used for
reductions pursuant to paragraph (c) of Rule 24f-2. The amount of
redeemed or repurchased shares being used for such reduction in this
amendment is 9,426,294.
(2)Class C: The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2 of the Investment Company Act of 1940. The
total number of Class C shares sold during the previous fiscal year of
the Fund ended December 31, 1995 was 20,916,568. No redeemed or
repurchased shares have been used for reductions pursuant to paragraph
(a) of Rule 24e-2 in any previous filing of Post-Effective Amendments
during the current fiscal year; 21,497,523 shares were used for
reductions pursuant to paragraph (c) of Rule 24f-2. The amount of
redeemed or repurchased shares being used for such reduction in this
amendment is 580,955.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State
of New York on the 20th day of March, 1996.
OPPENHEIMER CASH RESERVES
By: /s/ James C. Swain
----------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ James C. Swain* Chairman of the March 20, 1996
- ---------------------- Board of Trustees
James C. Swain
/s/ George C. Bowen* Chief Financial March 20, 1996
- ---------------------- and Accounting
George C. Bowen Officer
/s/ Robert G. Avis* Trustee March 20, 1996
- ----------------------
Robert G. Avis
/s/ William A. Baker* Trustee March 20, 1996
- ----------------------
William A. Baker
/s/ Charles Conrad Jr.* Trustee March 20, 1996
- ----------------------
Charles Conrad, Jr.
/s/ Jon S. Fossel* Trustee March 20, 1996
- ----------------------
Jon S. Fossel
/s/ Raymond J. Kalinowski* Trustee March 20, 1996
- -------------------------
Raymond J. Kalinowski
/s/ Howard Kast* Trustee March 20, 1996
- ------------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee March 20, 1996
- ------------------------
Robert M. Kirchner
/s/ Bridget A. Macaskill* President & Trustee March 20, 1996
- ------------------------
Bridget A. Macaskill
/s/ Ned M. Steel* Trustee March 20, 1996
- ------------------------
Ned M. Steel
*By: /s/ Robert G. Zack
--------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
Katherine P. Feld [logo]OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
March 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Cash Resreves
Reg. No. 33-23223, File No. 811-5582
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the Securities Act
of 1933, and in connection with an Amendment on Form N-1A which is Post-
Effective Amendment No. 11 to the 1933 Act Registration Statement of the
above Fund, the undersigned counsel, who prepared such Amendment, hereby
represents to the Commission for filing with such Amendment that said
Amendment does not contain disclosures which would render it ineligible
to become effective pursuant to paragraph (b) of said Rule 485.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
KPF/gl
sec\760bc.24e
