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 Tax-Exempt Cash Reserves
Reg. No. 33-23224; 811-5581
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 Tax-Exempt Cash Reserves (the "Fund"), accompanied by
an
opinion of counsel for the registration of additional shares of the
Fund.
No filing fee is payable. 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 35,785,383 shares of the Fund in reliance on Rule 24f-2. The
Fund was
reorganized with Centennial Tax Exempt Trust (Reg. No. 2-69653),
and this
Rule 24f-2 Notice is the Fund's final Rule 24f-2 Notice.
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.
Robert Bishop
Gloria LaFond
SEC/770.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Tax-Exempt Cash Reserves
3410 South Galena Street, Denver, CO 80231
(Registration No. 33-23224, File No. 811-5581)
NOTICE IS HEREBY GIVEN that Oppenheimer Tax-Exempt 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 terminate indefinite registration.
(i) This Notice is being filed for the fiscal period
January 1,
1994 through July 22, 1994.
(ii) No shares which had been registered other than
pursuant to
this Rule remained unsold at the beginning of the
above fiscal
period.
(iii) No shares were registered other than pursuant to
this Rule
during the above fiscal period.
(iv) The number of shares sold during the above fiscal
period was
35,785,383. (1)
(v) 35,785,383 shares were sold during the above
fiscal year in
reliance upon registration pursuant to this Rule.
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 27th day of February, 1995.
Oppenheimer Tax-Exempt 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 period of $35,785,383, reduced by an actual
redemption
price of securities of the issuer redeemed during such previous
fiscal
period of $59,974,110, no filing fee is payable.
SEC/770.24F
<PAGE>
MYER, SWANSON & ADAMS, 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 Tax-Exempt Cash Reserves
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value shares
of
Oppenheimer Tax-Exempt 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 period from January 1, 1994
through
July 22, 1994, 35,785,383 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.
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, P.C.
SEC\770.24F
