OPPENHEIMER CALIFORNIA TAX EXEMPT FUND
ARS, 1994-03-09
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Oppenheimer California Tax-Exempt Fund
            Annual Report December 31, 1993




(FULL PAGE COVER PHOTO: COUPLE ON PARK BENCH)



(OPPENHEIMER FUNDS(R) LOGO)


"With today's higher taxes, we worried
that the income from our investments wouldn't be enough.
"This Fund has given us what we need--
tax-free income.
"We can keep more of what we earn,
while our investment helps build California."

<PAGE>

Fund Facts

Six Facts Every Shareholder Should Know About
Oppenheimer California Tax-Exempt Fund

1            The Fund seeks high current income exempt from federal and
             California state income taxes. It invests principally in California
             municipal securities rated within the four highest credit rating
             categories.

2            During the past twelve months, dividends and capital gain
             distributions paid per Class A share totaled $0.720. For Class B
             shares, that figure for the eight months since inception of the
             class on May 1, 1993, totaled $0.433.

3            The standardized yields for the 30 days ended December 31, 1993
             were 5.32% for Class A shares, and 5.01% for Class B shares.(1)

4            Under the new, higher federal tax rates, the value of tax-free
             income has increased. The table shows the taxable equivalent yield
             required to match the Fund's current yield for the new tax
             brackets.

                                           Here is the taxable equivalent of 
                                           the Fund's yield for a California 
                                           resident, filing a joint return with 
                                           taxable income of:

                           Fund Yield
                           on 12/31/93    $92,000     $150,000     $260,000
             Class A(1)      5.32%          8.50%      9.16%         9.79%
             Class B(1)      5.01%          8.01%      8.63%         9.22%
             This table assumes that an investor's highest effective tax bracket
             (combined federal and state) applies to the change in taxable
             income resulting from a switch between taxable and non-taxable
             investments. A portion of the Fund's distributions may be subject
             to income taxes. For investors subject to alternative minimum tax,
             a portion of the Fund's distributions may increase that tax.

5            For the twelve-month period ended December 31, 1993, the Fund's
             total return at net asset value for Class A shares was 13.26%.
             Class B shares had a total return at net asset value of 6.66%
             during the period from their inception on May 1, 1993 to December
             31, 1993.(2)

6            "The California municipal bond market performed well during the
             past year despite a difficult local economy, government budget
             difficulties and various  natural disasters. Because California is
             the largest municipal bond market in the country, its size and
             diversity make it very resilient and actually quite stable. Due to
             the tremendous supply of California issues during the year, yields
             were higher than the national average. And declining interest rates
             caused price appreciation in many California municipal bonds. These
             factors led to strong total returns for Fund shareholders."
             Portfolio Manager, Robert Patterson, December 31, 1993

In this report:
Answers to three
timely questions
you should ask your
Fund's managers.
* What effect have the increased federal tax rates had on municipal bond markets
and the Fund?
* What is the outlook for California's
economic situation and state budget difficulties?
* With interest rates at historically low
levels, how has the Fund maintained
an attractive yield?

1. Standardized yield is net investment income calculated on a yield to maturity
basis for the 30-day period ended 12/31/93, divided by the maximum offering
price at the end of the period, compounded semi-annually and then annualized.
2. Based on the change in net asset value per Class A share from 12/31/92 to
12/31/93. The Fund's average annual total returns after deducting the current
maximum sales charge of 4.75% per Class A share for the 1- and 5-year periods
and since inception of the Fund on 11/1/88 ended 12/31/93 were 7.88%, 9.00%, and
9.00%, respectively. All performance figures assume reinvestment of dividends
and capital gains distributions. Total return for Class B shares from 5/1/93
(inception of the Class) and held until 12/31/93 was 1.66%. This reflects the
change in value of a hypothetical investment made on 5/1/93 and held until
12/31/93, with all dividends and capital gains distributions reinvested and
after applying the contingent deferred sales charge of 5%.
Past performance does not guarantee future results. The principal value and
return of an investment in the Fund will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.


2    Oppenheimer California Tax-Exempt Fund

<PAGE>

Report to Shareholders

Oppenheimer California Tax-Exempt Fund provided shareholders with competitive
tax-free yields during the year ended December 31, 1993. The Fund's standardized
yields were 5.32% and 5.01% for Class A and Class B shares, respectively, for
the 30 days ended December 31, 1993.(3)

During 1993, the strong California municipal bond market was driven by three key
factors: declining interest rates, an increase in federal tax rates and signs
of economic improvement. Declining interest rates caused bond prices to
appreciate and also led to a record supply of new municipal bond issues used to
rebuild infrastructure and meet other obligations. The recent increase in
federal tax rates has made municipal bonds even more attractive to investors in
higher tax brackets. This demand has increased the value of bonds in the Fund's
portfolio.

Despite a later and deeper recession than the rest of the country, there are
signs of improvement in California's economy. The state government has made
progress in addressing its budget difficulties, which strengthened its ability
to meet its financial obligations. This positively affected the Fund's holdings.

In light of these developments, the Fund's strategy for the past year was to
stay fully invested in higher quality securities with an emphasis on essential
service revenue bonds.(4) Almost half the portfolio is currently invested in 
AAA-rated bonds. We favor higher quality bonds because they offer more 
dependable returns relative to lower-rated bonds which provide only slightly 
higher yields. And with interest rates at low levels, we sought to lock in 
attractive rates on the portfolio's securities using call protection. This 
helps us to maintain the income available to the Fund from these investments.

In selecting bonds, your managers diversify the portfolio's holdings by geo-
graphic origin and by market sector, with holdings in utilities, transportation
and hospitals. Recent purchases included revenue bonds issued by Los Angeles
County Transportation Commission.

Going forward, we will continue to seek attractive essential service revenue
bonds and undervalued investment grade bonds. We are optimistic that California
will continue its economic rebound due to its well diversified resource base and
its position as a major world trade center. In addition, California demonstrated
its tremendous resiliency in 1993 in the face of several natural disasters. As
this letter is being written, we are just learning of the devastating effects
of the earthquake that struck the Los Angeles area on January 17. We firmly
believe that California will recover from this disaster and continue to
experience economic growth.

Our thoughts are with our shareholders who were affected by the recent
earthquake and we wish good health and prosperity for all Californians in 1994.
We thank you for your  continuing confidence in the Fund's management and will
do our best to fulfill your need for tax-exempt income.


(Donald W. Spiro)

Donald W. Spiro
President, Oppenheimer California Tax-Exempt Fund
January 21, 1994


3. See footnote 1, page 2.
4. The Fund's portfolio is subject to change.


3    Oppenheimer California Tax-Exempt Fund

<PAGE>



Statement of Investments 
December 31, 1993 
<TABLE>
<CAPTION>
                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
<S>                                                      <C>                  <C>            <C>
Municipal Bonds and Notes--99.8% 

California--94.1% 
Alameda County, California Certificates of 
Participation, BIG Insured, Prerefunded, 7.25%, 6/1/09   Aaa/AAA              $ 2,500,000    $ 2,991,237 

Anaheim, California Public Financing Authority 
Tax Allocation Revenue Bonds, Registered 
Residual Interest Tax-Exempt Securities, 
MBIA Insured, 10.07%, 12/28/18(1)                        Aaa/AAA                3,000,000      3,676,929 

California Educational Facilities Authority 
Revenue Bonds: 
Pepperdine University, MBIA Insured, Prerefunded, 
7.20%, 11/1/15                                           Aaa/AAA                1,000,000      1,191,682 
Stanford University Project, Series J, 6%, 11/1/09       Aaa/AAA                2,205,000      2,355,857 

California Health Facilities Financing Authority: 
Revenue Bonds, Children's Hospital of Los Angeles, 
Series A, 7.125%, 6/1/21                                 A1/A+                  1,000,000      1,121,305 
Revenue Insured Bonds: 
Henry Mayo Newhall Project, Series A, OSHPD 
Insured, 8%, 10/1/18                                     NR/A+                  2,720,000      3,125,144 
La Palma Hospital Medical Center, OSHPD 
Insured, 7.10%, 2/1/13                                   NR/A+                  1,875,000      2,034,812 
Unihealth America Project, Series A, AMBAC Insured: 
Prerefunded, 7.625%, 10/1/15                             Aaa/AAA                  769,998        904,173 
7.625%, 10/1/15                                          Aaa/AAA                    5,002          5,804 

California Housing Finance Agency 
Revenue Bonds, Home Mortgage, Series C, 
FHA Insured, 7.60%, 8/1/30                               Aa/A+                  1,875,000      2,015,818 

California Pollution Control Financing Authority, 
Pacific Gas & Electric Co.: 
Revenue Bonds, Series B, 8.875%, 1/1/10                  A1/A                   2,275,000      2,702,663 
Revenue Refunding Bonds, Series A, 7.50%, 5/1/16         A1/A                   1,450,000      1,583,272 

California State Department of Water Resources 
Revenue Bonds, Central Valley Water System 
Project: 
Series J-1, 6%, 12/1/20                                  Aa/AA                  3,250,000      3,395,740 
Series J-2, 6%, 12/1/20                                  Aa/AA                  5,300,000      5,537,668 
Series L, 5.50%, 12/1/23                                 Aa/AA                 13,000,000     13,041,676 

California State Franchise Tax Board Refunding 
Certificates of Participation, 6.90%, 10/1/06            A1/A                   1,000,000      1,114,208 

California State General Obligation Bonds: 
FSA Insured, 5.50%, 4/1/19                               Aaa/AAA                5,500,000      5,559,289 
6%, 10/1/15                                              Aa/A+/AA               3,150,000      3,312,807 

                               4 Oppenheimer California Tax-Exempt Fund
                               
<PAGE>
 


                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
California (continued) 
California State Public Works Board Lease 
Revenue Bonds: 
Department of Corrections California State Prison, 
Series B, MBIA Insured, 5.50%, 12/1/12                   Aaa/AAA/A+            $4,600,000    $ 4,692,519 
Regents of the University of California, Series A, 
Prerefunded, 7%, 9/1/15                                  Aaa/AAA/AAA            2,500,000      2,941,815 

Campbell, California Certificates of Participation, 
Civic Center Project: 
Prerefunded, 6.75%, 10/1/17                              Aaa/A-                 1,870,000      2,196,174 
6.75%, 10/1/17                                           A/A-                   1,130,000      1,271,067 

Capistrano, California University School District 
Community Facilities District Special Tax Bonds, 
No. 87-1, 7.60%, 9/1/14                                  NR/NR                  4,000,000      4,284,556 

Cathedral City, California Improvement Bond Act 
of 1915 Bonds, Limited Obligation Assessment 
District No. 88-3, 7.85%, 9/2/11                         NR/NR                  1,980,000      2,042,287 

Corona, California Certificates of Participation, 
Series B, Prerefunded, 10%, 11/1/20                      Aaa/AAA                8,175,000     11,607,035 

Cucamonga County, California Water District 
Facilities Refinancing Certificates of Participation, 
FGIC Insured, 6.50%, 9/1/22                              Aaa/AAA/AAA            4,000,000      4,360,348 

Culver City, California Redevelopment Financing 
Authority Revenue Bonds, Senior Lien Project 
Loans, Series A, AMBAC Insured: 
Prerefunded, 7.10%, 11/1/10                              Aaa/AAA                  925,000      1,082,393 
7.10%, 11/1/10                                           Aaa/AAA                   75,000         85,559 

Escondido, California Joint Powers Financing 
Authority Revenue Bonds, AMBAC Insured, 
6.125%, 9/1/11                                           Aaa/AAA                3,500,000      3,763,963 

Fresno, California Water System Revenue Bonds, 
Series A, Prerefunded, 7.30%, 6/1/20                     A/NR                   2,500,000      2,879,090 

Industry, California Improvement Bond Act of 1915 
Bonds, Assessment District No. 91-1, 7.65%, 9/2/21       NR/NR                  1,750,000      1,774,314 

Intermodal Container Transfer Facility Joint Power 
Authority California Revenue Refunding Bonds, 
Southern Pacific Transportation Co., Series A, 
7.70%, 11/1/14                                           Aa3/AA-                1,000,000      1,161,099 

                               5 Oppenheimer California Tax-Exempt Fund
<PAGE>
 


                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
Statement of Investments (Continued) 

California (continued) 
La Quinta, California Redevelopment Agency 
Refunding Tax Allocation Bonds, La Quinta 
Redevelopment Project, MBIA Insured, 
8.40%, 9/1/12                                            Aaa/AAA               $1,000,000     $1,222,944 

Los Angeles, California Community 
Redevelopment Agency: 
Community Redevelopment Financing Authority 
Revenue Bonds, Grand Century 
Qualified Redevelopment, Series A, 5.90%, 12/1/26        A/A                    2,600,000      2,581,165 
Refunding Tax Allocation Bonds, North Hollywood, 
Series C, MBIA Insured, 7%, 7/1/15                       Aaa/AAA                2,000,000      2,213,636 

Los Angeles, California Convention and Exhibition 
Center Authority Certificates of Participation, 
AMBAC Insured, Prerefunded, 7%, 8/15/21                  Aaa/AAA                1,000,000      1,175,634 

Los Angeles, California Department of Water 
and Power Electric Plant: 
Revenue Bonds: 
Second Issue 1991 Bonds, 6%, 6/1/12                      Aa/AA                  2,500,000      2,654,230 
Second Issue 1991 Bonds, 6%, 6/1/13                      Aa/AA                  3,200,000      3,377,129 
7.375%, 2/1/29                                           Aa/AA                  8,000,000      9,247,720 
Revenue Refunding Bonds, 5.375%, 9/1/23                  Aa/AA                  5,500,000      5,427,234 

Los Angeles County, California Certificates 
of Participation: 
Correctional Facilities Project, MBIA Insured, 
6.50%, 9/1/13                                            Aaa/AAA                4,600,000      5,050,156 
6.50%, 3/1/10                                            A1/A                   1,500,000      1,635,949 

Los Angeles County, California Transport 
Commission Sales Tax Revenue Bonds, Series A, 
Prerefunded, 6.75%, 7/1/11                               Aaa/A+/A+              4,260,000      4,985,427 

Metropolitan Water District, Southern California 
Waterworks Revenue Bonds: 
5%, 7/1/20                                               Aa/AA                  7,750,000      7,357,617 
8.027%, 10/30/20(1)                                      Aa/AA                  4,700,000      4,777,568 
6%, 7/1/21                                               Aa/AA                  9,250,000      9,640,655 

Oakland, California Redevelopment Agency Tax 
Allocation Refunding Bonds, MBIA Insured, 
9.142%, 9/1/19(1)                                        Aaa/AAA                4,300,000      4,697,104 

Oakland, California Revenue Refunding Special 
Edition Bonds, Series A, FGIC Insured, 7.60%, 8/1/21     Aaa/AAA/AAA            2,000,000      2,309,252 

                               6 Oppenheimer California Tax-Exempt Fund
<PAGE>
 


                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
California (continued) 
Orange County, California Community Facilities 
District Special Tax Bonds: 
No. 87-3 Mission Viejo, Series A, 8.05%, 8/15/08         A/NR                  $3,000,000     $3,468,141 
No. 88-1 Aliso Viejo, Series A, 7.10%, 8/15/05           NR/NR                  1,440,000      1,533,838 
No. 88-1 Aliso Viejo, Series A, 7.35%, 8/15/18           NR/NR                  8,000,000      8,515,000 

Paramount, California Redevelopment 
Agency Tax Allocation Revenue Refunding Bonds, 
Redevelopment Project No. 1, Series A, 
9.65%, 6/1/16                                            NR/AAA/BBB             6,000,000      6,653,723 

Pittsburg, California Improvement Bond Act of 1915 
Bonds, Assessment District 1990-01, 7.75%, 9/2/20        NR/NR                  1,255,000      1,294,386 

Rancho, California Water District Financing 
Authority Revenue Refunding Bonds, AMBAC 
Insured, 5%, 8/15/14                                     Aaa/AAA                3,750,000      3,627,188 

Redding, California Electric System Revenue 
Certificates of Participation, Registered Residual 
Interest Certificates: 
FGIC Insured, 8.348%, 6/1/19(1)                          Aaa/AAA/AAA            4,000,000      4,128,688 
MBIA Insured, 9.968%, 7/8/22(1)                          Aaa/AAA                2,500,000      3,203,015 

Riverside, California Kaiser Permanente Revenue 
Bonds, Series A, 9%, 12/1/15                             Aa2/AA                 2,700,000      3,008,872 

Riverside County, California Community Facilities 
District Bonds, Special Tax No. 88-12, 7.55%, 9/1/17     NR/NR                  3,000,000      3,246,003 

Sacramento, California Municipal Utility District 
Electric Revenue Refunding Bonds: 
Series D, MBIA Insured, 5.25%, 11/15/20                  Aaa/AAA/A-             2,500,000      2,460,912 
FGIC Insured, 9.875%, 8/15/18(1)                         Aaa/AAA/AAA            5,500,000      6,323,680 

Saddleback Community College District, 
California Refunding Certificates of Participation, 
BIG Insured, 7%, 8/1/19                                  Aaa/AAA                1,000,000      1,107,897 

San Diego County, California Certificates 
of Participation, Registered Residual Interest 
Tax-Exempt Securities, MBIA Insured, 
9.948%, 11/18/19(1)                                      Aaa/AAA                2,000,000      2,303,468 

San Diego County, California Water Authority 
Water Revenue Certificates of Participation, 
Series B, MBIA Insured, 9.78%, 4/8/21(1)                 Aaa/AAA                3,000,000      3,492,366 

San Francisco, California City and County Airport 
Commission International Airport Revenue 
Refunding Bonds, Second Series, Issue I, AMBAC 
Insured, 6.30%, 5/1/11                                   Aaa/AAA                4,385,000      4,789,612 

                               7 Oppenheimer California Tax-Exempt Fund
<PAGE>
 


                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
Statement of Investments (Continued) 

California (continued) 
San Joaquin Hills, California Transportation 
Corridor Agency Toll Road Revenue Bonds, Sr. Lien: 
6.75%, 1/1/32                                            NR/NR/BBB             $7,000,000   $  7,224,867 
5%, 1/1/33                                               NR/NR/BBB              8,000,000      6,545,079 

San Jose, California Redevelopment Agency Tax 
Allocation Bonds, Merged Area Redevelopment 
Project, MBIA Insured, 5%, 8/1/20                        Aaa/AAA/A              2,000,000      1,912,138 

Southern California Home Financing Authority 
Single Family Mortgage Revenue Bonds, 
GNMA and FNMA Mortgage-Backed Securities, 
Series A, 7.35%, 9/1/24                                  NR/AAA                 1,930,000      2,041,741 

Southern California Public Power Authority: 
Revenue Bonds, San Juan Unit 3, Series A, 
MBIA Insured, 5%, 1/1/20                                 Aaa/AAA                3,000,000      2,873,769 
Revenue Refunding Bonds, 8.897%, 7/1/12(1)               Aa/AA-                 5,500,000      6,170,746 

University of California Revenue Refunding Bonds: 
Housing Systems Project, Group A, Series W, 
AMBAC Insured, Prerefunded, 7.80%, 11/1/18               Aaa/AAA                1,000,000      1,134,643 
Multiple Purpose Project, Series A, 6.875%, 9/1/16       A/A-                   2,200,000      2,473,484 

Victorville, California Special Tax Bonds, 
Community Facilities District No. 90-1 
(Western Addition), Series A, 8.30%, 9/1/16              NR/NR                  2,250,000      2,446,971 
                                                                                             260,145,950 

U.S. Possessions--5.7% 
Puerto Rico Commonwealth Public Improvement 
General Obligation Bonds, YCNS, MBIA Insured, 
8.784%, 7/1/08(1)                                        Aaa/AAA                3,500,000      3,886,638 

Puerto Rico Commonwealth Highway and 
Transportation Authority Highway Revenue 
Bonds, Series T, Prerefunded, 6.625%, 7/1/18             Baa1/AAA               5,000,000      5,593,555 

Puerto Rico Electric Power Authority Revenue 
Bonds, Series P, 7%, 7/1/21                              Baa1/A-                4,000,000      4,585,743 

Puerto Rico Housing Finance Corp. Single Family 
Mortgage Revenue Bonds, Portfolio 1, Series B, 
7.65%, 10/15/22                                          Aaa/AAA                1,430,000      1,511,518 
                                                                                              15,577,454 
Total Municipal Bonds and Notes (Cost $254,179,447)                                          275,723,404 

                               8 Oppenheimer California Tax-Exempt Fund<PAGE>
 
                                                         Ratings: Moody's/ 
                                                         S&P's/Fitch's        Face          Market Value 
                                                         (Unaudited)          Amount        See Note 1 
Short-Term Tax-Exempt Obligations--0.2% 

California Health Facility Finance Authority Revenue 
Bonds, Huntington Memorial Hospital, 2.75%(2)                                    $200,000   $    200,000 

Los Angeles, California Multifamily Housing Revenue 
Bonds, Series K, 2.65%(2)                                                         400,000        400,000 

Total Short-Term Tax-Exempt Obligations (Cost 
  $600,000)                                                                                      600,000 

Total Investments, at Value (Cost $254,779,447)                                     100.0%   276,323,404 

Other Assets Net of Liabilities                                                        --         87,744 

Net Assets                                                                          100.0%  $276,411,148 

<FN>
1. Represents the current interest rate for a variable rate security. 

2. Floating or variable rate obligation maturing in more than one year. The interest rate, which is based on specific, or an 
   index of, market interest rates, is subject to change periodically and is the effective rate on December 31, 1993. A 
   demand feature allows the recovery of principal at any time, or at specified intervals not exceeding one year, on up 
   to 30 days' notice. 
</TABLE>


See accompanying Notes to Financial Statements. 

                               9 Oppenheimer California Tax-Exempt Fund
                               
<PAGE>
 


Statement of Assets and Liabilities 
December 31, 1993 

<TABLE>
<S>                                                                                       <C>
Assets 
Investments, at value (cost $254,779,447)--see accompanying statement                     $276,323,404 
Cash                                                                                            93,587 
Receivables: 
Interest                                                                                     4,612,545 
Shares of beneficial interest sold                                                             698,928 
Other                                                                                           25,380 
Total assets                                                                               281,753,844 

Liabilities 
Payables and other liabilities: 
Investments purchased                                                                        3,629,167 
Dividends                                                                                      910,326 
Shares of beneficial interest redeemed                                                         392,136 
Distribution assistance--Note 4                                                                172,162 
Other                                                                                          238,905 
Total liabilities                                                                            5,342,696 
Net Assets                                                                                $276,411,148 

Composition of 
Net Assets 
Paid-in capital                                                                           $255,096,679 
Undistributed net investment income                                                            275,259 
Distributions in excess of net realized gain from investment transactions                     (504,747) 
Net unrealized appreciation on investments--Note 3                                          21,543,957 
Net assets                                                                                $276,411,148 

Net Asset Value 
Per Share 
Class A Shares: 
Net asset value and redemption price per share (based on net assets of $266,489,739 and 
24,289,750 shares of beneficial interest outstanding)                                     $      10.97 
Maximum offering price per share (net asset value plus sales 
charge of 4.75% of offering price)                                                        $      11.52 

Class B Shares: 
Net asset value, redemption price and offering price per 
share (based on net assets of $9,921,409 and 903,852 shares 
of beneficial interest outstanding)                                                       $      10.98 
See accompanying Notes to Financial Statements. 
</TABLE>


                               10 Oppenheimer California Tax-Exempt Fund
                               
<PAGE>
 

Statement of Operations 
For the Year Ended December 31, 1993 

<TABLE>
<S>                                                     <C>
Investment Income 
Interest                                                $16,690,167 

Expenses 
Management fees--Note 4                                   1,467,574 
Distribution assistance: 
Class A--Note 4                                             601,564 
Class B--Note 4                                              34,469 
Transfer and shareholder servicing agent fees--Note 4       116,863 
Shareholder reports                                          60,390 
Legal and auditing fees                                      44,258 
Trustees' fees and expenses                                  41,459 
Custodian fees and expenses                                  36,097 
Registration and filing fees: 
Class A                                                      15,858 
Class B                                                       3,439 
Other                                                        28,924 
Total expenses                                            2,450,895 

Net Investment Income                                    14,239,272 

Realized and Unrealized 
Gain on Investments 
Net realized gain on investments                          1,489,475 
Net change in unrealized appreciation on investments: 
Beginning of year                                         7,238,635 
End of year--Note 3                                      21,543,957 
Net change                                               14,305,322 
Net realized and unrealized gain on investments          15,794,797 

Net Increase in Net Assets Resulting From Operations    $30,034,069 
See accompanying Notes to Financial Statements. 
</TABLE>


                               11 Oppenheimer California Tax-Exempt Fund

<PAGE>
 


Statements of Changes in Net Assets 

<TABLE>
<CAPTION>
                                                           Year Ended December 31, 
                                                             1993            1992 
<S>                                                     <C>             <C>
Operations 
Net investment income                                   $ 14,239,272    $ 10,571,616 
Net realized gain on investments                           1,489,475       1,299,096 
Net change in unrealized appreciation or depreciation 
on investments                                            14,305,322       2,153,935 
Net increase in net assets resulting from operations      30,034,069      14,024,647 

Dividends and 
Distributions to 
Shareholders 
Dividends from net investment income: 
Class A ($.648 and $.602 per share, respectively)        (14,653,931)    (10,191,305) 
Class B ($.361 per share)                                   (163,836)             -- 
Distributions from net realized gain on investments: 
Class A ($.072 and $.0828 per share, respectively)        (1,740,286)     (1,490,935) 
Class B ($.072 per share)                                    (60,371)             -- 
Beneficial Interest 
Transactions 
Net increase in net assets resulting from Class A 
beneficial interest transactions--Note 2                  48,808,693      56,843,610 
Net increase in net assets resulting from Class B 
beneficial interest transactions--Note 2                   9,837,578              -- 

Net Assets 
Total increase                                            72,061,916      59,186,017 
Beginning of year                                        204,349,232     145,163,215 
End of year (including undistributed net investment 
income of $275,259 and $853,754, respectively)          $276,411,148    $204,349,232 
See accompanying Notes to Financial Statements. 
</TABLE>


                               12 Oppenheimer California Tax-Exempt Fund

<PAGE>
 

Financial Highlights 

<TABLE>
<CAPTION>

                                               Class A                                                              Class B 
                                               Year Ended                                                           Period Ended 
                                               December 31,                                                         December 31, 
                                               1993            1992       1991       1990       1989      1988(2)   1993(1) 
<S>                                            <C>             <C>        <C>        <C>        <C>       <C>       <C>
Per Share Operating Data: 
Net asset value, beginning of period           $  10.35        $  10.22   $   9.86   $  9.94    $  9.58   $ 9.53    $10.72 

Income from investment operations: 
Net investment income                               .62             .61        .66       .67        .71      .09       .35 
Net realized and unrealized gain 
(loss) on investments                               .72             .20        .38      (.07)       .37      .05       .34 

Total income from investment 
operations                                         1.34             .81       1.04       .60       1.08      .14       .69 

Dividends and distributions to shareholders: 
Dividends from net investment income               (.65)           (.60)      (.62)     (.68)      (.70)    (.09)     (.36) 
Distributions from net realized 
gain on investments                                (.07)           (.08)      (.06)       --       (.02)      --      (.07) 

Total dividends and distributions 
to shareholders                                    (.72)           (.68)      (.68)     (.68)      (.72)    (.09)     (.43) 

Net asset value, end of period                 $  10.97        $  10.35   $  10.22   $  9.86    $  9.94   $ 9.58    $10.98 

Total Return, at Net Asset Value(3)               13.26%           8.28%     10.93%     6.38%     11.62%    1.43%     6.66% 

Ratios/Supplemental Data: 
Net assets, end of period 
(in thousands)                                 $266,490        $204,349   $145,163   $92,514    $52,342   $5,825    $9,921 

Average net assets (in thousands)              $245,193        $174,055   $115,661   $72,879    $29,308   $2,377    $5,218 

Number of shares outstanding at 
end of period (in thousands)                     24,290          19,738     14,200     9,386      5,268      608       904 

Ratios to average net assets: 
Net investment income                              5.74%           6.07%      6.52%     6.80%      7.11%    5.95%(4)  4.57%(4) 
Expenses, before voluntary 
assumption by the Manager                           .97%           1.07%      1.05%     1.05%      1.09%    2.25%(4)  1.79%(4) 
Expenses, net of voluntary 
assumption by the Manager                           N/A             N/A        .73%      .53%       .16%    --   (4)   N/A 

Portfolio turnover rate(5)                         13.7%           26.8%      26.6%     14.5%      20.7%     0.0%     13.7% 

<FN>
1. For the period from May 1, 1993 (inception of offering) to December 31, 1993. 

2. For the period from November 3, 1988 (commencement of operations) to December 31, 1988. 

3. Assumes a hypothetical initial investment on the business day before the first day of the fiscal period, with all dividends 
   and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated 
   on the last business day of the fiscal period. Sales charges are not reflected in the total returns. 

4. Annualized. 

5. The lesser of purchases or sales of portfolio securities for a period, divided by the monthly average of the market value of
   portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one 
   year or less are excluded from the calculation. Purchases and sales of investment securities (excluding short-term securities) 
   for the year ended December 31, 1993 were $92,539,523 and $33,483,495, respectively. 
</TABLE>


See accompanying Notes to Financial Statements. 


                               13 Oppenheimer California Tax-Exempt Fund

<PAGE>
 

Notes to Financial Statements 
1. Significant Accounting Policies 

Oppenheimer California Tax-Exempt Fund (the Fund) is registered under the 
Investment Company Act of 1940, as amended, as a non-diversified, open-end 
management investment company. The Fund's investment advisor is Oppenheimer 
Management Corporation (the Manager). The Fund offers both Class A and Class 
B shares. Class A shares are sold with a front-end sales charge. Class B 
shares may be subject to a contingent deferred sales charge. Both classes of 
shares have identical rights to earnings, assets and voting privileges, 
except that each class has its own distribution plan, expenses directly 
attributable to a particular class and exclusive voting rights with respect 
to matters affecting a single class. Class B shares will automatically 
convert to Class A shares six years after the date of purchase. The following 
is a summary of significant accounting policies consistently followed by the 
Fund. 

Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York 
time) on each trading day. Long-term debt securities are valued by a 
portfolio pricing service approved by the Board of Trustees. Long-term debt 
securities which cannot be valued by the approved portfolio pricing service 
are valued by averaging the mean between the bid and asked prices obtained 
from two active market makers in such securities. Short-term debt securities 
having a remaining maturity of 60 days or less are valued at cost (or last 
determined market value) adjusted for amortization to maturity of any premium 
or discount. Securities for which market quotes are not readily available are 
valued under procedures established by the Board of Trustees to determine 
fair value in good faith. 

Allocation of Income, Expenses and Gains and Losses. Income, expenses (other 
than those attributable to a specific class) and gains and losses are 
allocated daily to each class of shares based upon the relative proportion of 
net assets represented by such class. Operating expenses directly 
attributable to a specific class are charged against the operations of that 
class. 

Federal Income Taxes. The Fund intends to continue to comply with provisions 
of the Internal Revenue Code applicable to regulated investment companies and 
to distribute all of its taxable income, including any net realized gain on 
investments not offset by loss carryovers, to shareholders. Therefore, no 
federal income tax provision is required. 

Trustees' Fees and Expenses. The Fund has adopted a nonfunded retirement plan 
for the Fund's independent trustees. Benefits are based on years of service 
and fees paid to each trustee during the years of service. During the year 
ended December 31, 1993, a provision of $4,736 was made for the Fund's 
projected benefit obligations, resulting in an accumulated liability of 
$64,346. No payments have been made under the plan. 

Distributions to Shareholders. The Fund intends to declare dividends 
separately for Class A and Class B shares from net investment income each 
regular business day and pay such dividends monthly. Distributions from net 
realized gains on investments, if any, will be declared at least once each 
year. 

Other. Investment transactions are accounted for on the date the investments 
are purchased or sold (trade date). Discount on securities purchased is 
amortized over the life of the respective securities, in accordance with 
federal income tax requirements. Realized gains and losses on investments and 
unrealized appreciation and depreciation are determined on an identified cost 
basis, which is the same basis used for federal income tax purposes. 

                               14 Oppenheimer California Tax-Exempt Fund

<PAGE>
 

2. Shares of Beneficial Interest 
The Fund has authorized an unlimited number of no par value shares of 
beneficial interest of each class. Transactions in shares of beneficial 
interest were as follows: 

<TABLE>
<CAPTION>

                                         Year Ended December 31, 1993(1)    Year Ended December 31, 1992 
                                         Shares           Amount            Shares       Amount 
<S>                                         <C>             <C>                <C>          <C>
Class A: 
Sold                                         7,029,778      $ 75,603,080        7,250,089   $ 74,369,801 
Dividends and distributions reinvested         913,845         9,891,046          709,437      7,284,671 
Redeemed                                    (3,391,817)      (36,685,433)      (2,421,535)   (24,810,862) 
Net increase                                 4,551,806      $ 48,808,693        5,537,991   $ 56,843,610 
Class B: 
Sold                                           916,412      $  9,977,857               --   $         -- 
Dividends and distributions reinvested          12,695           139,138               --             -- 
Redeemed                                       (25,255)         (279,417)              --             -- 
Net increase                                   903,852      $  9,837,578               --   $         -- 

<FN>
1. For the year ended December 31, 1993 for Class A shares and for the period from May 1, 1993 (inception 
   of offering) to December 31, 1993 for Class B Shares. 
</TABLE>    

3. Unrealized Gains and Losses on Investments 

At December 31, 1993, net unrealized appreciation on investments of $21,543,957 
was composed of gross appreciation of $21,665,215, and gross depreciation of 
$121,258. 

4. Management Fees And Other Transactions With Affiliates 

Management fees paid to the Manager were in accordance with the investment 
advisory agreement with the Fund which provides for an annual fee of .60% 
on the first $200 million of net assets, .55% on the next $100 million, .50% 
on the next $200 million, .45% on the next $250 million, .40% on the next 
$250 million and .35% on net assets in excess of $1 billion. The Manager has 
agreed to assume Fund expenses (with specified exceptions) in excess of the 
regulatory limitation of the State of California. 

For the year ended December 31, 1993, commissions (sales charges paid by 
investors) on sales of Class A shares totaled $1,831,469, of which $368,898 
was retained by Oppenheimer Funds Distributor, Inc. (OFDI), a subsidiary of 
the Manager, as general distributor, and by an affiliated broker/dealer. 
During the year ended December 31, 1993, OFDI received contingent deferred 
sales charges of $5,046 upon redemption of Class B shares. 

Oppenheimer Shareholder Services (OSS), a division of the Manager, is the 
transfer and shareholder servicing agent for the Fund, and for other 
registered investment companies. OSS's total costs of 
providing such services are allocated ratably to these companies. 

Under separate approved plans of distribution, each class may expend up to 
.25% of its net assets annually to reimburse OFDI for costs incurred in 
distributing shares of the Fund, including amounts paid to brokers, 
dealers, banks and other institutions. In addition, Class B shares are 
subject to an asset-based sales charge of .75% of net assets annually, to 
reimburse OFDI for sales commissions paid from its own resources 
at the time of sale and associated financing costs. In the event of 
termination or discontinuance of the Class B plan of distribution, the Fund 
would be contractually obligated to pay OFDI for any expenses not 
previously reimbursed or recovered through contingent deferred sales charges. 
During the year ended December 31, 1993, OFDI paid $16,929 to an affiliated 
broker/dealer as reimbursement for Class A distribution-related 
expenses and retained $34,469 as reimbursement for Class B distribution-
related expenses and sales commissions. 

                               15 Oppenheimer California Tax-Exempt Fund
<PAGE>
 

Independent Auditors' Report 
The Board of Trustees and Shareholders of 
Oppenheimer California Tax-Exempt Fund: 

We have audited the accompanying statements of investments and assets and 
liabilities of Oppenheimer California Tax-Exempt Fund as of December 31, 
1993, and the related statement of operations for the year then ended, the 
statements of changes in net assets for each of the years in the two-year 
period then ended and the financial highlights for each of the years in the 
five-year period then ended and the period from November 3, 1988 (commencement 
of operations) to December 31, 1988. These financial statements and financial 
highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements and financial highlights. Our procedures included 
confirmation of securities owned as of December 31, 1993, by correspondence 
with the custodian and brokers; and where confirmations were not received from 
brokers, we performed other auditing procedures. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our 
opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Oppenheimer California Tax-Exempt Fund as of December 31, 1993, the results 
of its operations for the year then ended, the changes in its net assets for 
each of the years in the two-year period then ended, and the financial 
highlights for each of the years in the five-year period then ended and the 
period from November 3, 1988 (commencement of operations) to December 31, 
1988, in conformity with generally accepted accounting principles. 

KPMG Peat Marwick 

Denver, Colorado 
January 21, 1994 

                               16 Oppenheimer California Tax-Exempt Fund
                               
<PAGE>
 

Federal Income Tax Information (Unaudited) 

In early 1994, shareholders will receive information regarding all dividends 
and distributions paid to them by the Fund during calendar year 1993. 
Regulations of the U.S. Treasury Department require the Fund to report this 
information to the Internal Revenue Service. 

A distribution of $.072 per share was paid on December 10, 1993, of which 
$.064 was designated as a ``capital gain distribution'' for federal income tax 
purposes. Whether received in stock or cash, the capital gain distribution 
should be treated by shareholders as a gain from the sale of capital assets 
held for more than one year (long-term capital gains). Both short-term and 
long-term capital gain distributions are subject to federal, state and local 
taxes. 

None of the dividends paid by the Fund during the fiscal year ended December 
31, 1993 are eligible for the corporate dividend-received deduction. The 
dividends were derived from interest on municipal bonds and are not subject 
to federal income tax. To the extent a shareholder is subject to any state or 
local tax laws, some or all of the dividends received may be taxable. 

The foregoing information is presented to assist shareholders in reporting 
distributions received from the Fund to the Internal Revenue Service. Because 
of the complexity of the federal regulations which may affect your individual 
tax return and the many variations in state and local tax regulations, we 
recommend that you consult your tax advisor for specific guidance. 

                               17 Oppenheimer California Tax-Exempt Fund 



<PAGE>

Oppenheimer California Tax-Exempt Fund

Officers and Trustees        Leon Levy, Chairman of the Board of Trustees
                             Leo Cherne, Trustee
                             Edmund T. Delaney, Trustee
                             Robert G. Galli, Trustee
                             Benjamin Lipstein, Trustee
                             Elizabeth B. Moynihan, Trustee
                             Kenneth A. Randall, Trustee
                             Edward V. Regan, Trustee
                             Russell S. Reynolds, Jr., Trustee
                             Sidney M. Robbins, Trustee
                             Donald W. Spiro, Trustee and President
                             Pauline Trigere, Trustee
                             Clayton K. Yeutter, Trustee
                             Robert E. Patterson, Vice President
                             George C. Bowen, Treasurer
                             Lynn M. Coluccy, Assistant Treasurer
                             Andrew J. Donohue, Secretary
                             Robert G. Zack, Assistant Secretary

Investment Advisor           Oppenheimer Management Corporation

Distributor                  Oppenheimer Funds Distributor, Inc.

Transfer and Shareholder     Oppenheimer Shareholder Services
Servicing Agent

Custodian of                 Citibank, N.A.
Portfolio Securities

Independent Auditors         KPMG Peat Marwick

Legal Counsel                Gordon Altman Butowsky Weitzen Shalov & Wein

This is a copy of a report to shareholders of Oppenheimer California Tax-Exempt
Fund. This report must be preceded or accompanied by a Prospectus of Oppenheimer
California Tax-Exempt Fund. For material information concerning the Fund, see
the Prospectus.


18    Oppenheimer California Tax-Exempt Fund


<PAGE>


The Family of OppenheimerFunds

OppenheimerFunds offers over 30 funds designed to fit virtually every 
investment goal. Whether you're investing for retirement, your children's 
education, or tax-free income, we have the funds to help you seek your 
objective.

When you invest with OppenheimerFunds, you can feel comfortable knowing that 
you are investing with a respected financial institution with over 30 years 
of experience in helping people just like you reach their financial goals. 
And you're investing with a leader in global, growth stock, and flexible 
fixed income investments--with over 1.7 million shareholder accounts and more 
than $25 billion under Oppenheimer's management and that of our affiliates.

As an OppenheimerFunds shareholder, you can easily exchange shares of 
eligible funds of the same class by mail or by telephone for a small 
administrative fee.(1) For more information on OppenheimerFunds, please 
contact your financial advisor or call us at 1-800-525-7048 for a 
prospectus. You may also write us at the address shown on the back cover. 
As always, please read the prospectus carefully before you invest.

<TABLE>
<S>                            <C>                                       <C>
Specialty Stock Funds          Global Bio-Tech Fund                      Gold & Special Minerals Fund
                               Global Environment Fund

Stock Funds                    Discovery Fund                            Global Fund
                               Time Fund                                 Oppenheimer Fund
                               Target Fund                               Value Stock Fund
                               Special Fund

Stock and Bond Funds           Main Street Income & Growth Fund          Equity Income Fund
                               Total Return Fund                         Asset Allocation Fund
                               Global Growth & Income Fund

Bond Funds                     High Yield Fund                           Strategic Short-Term Income Fund
                               Champion High Yield Fund                  Investment Grade Bond Fund
                               Strategic Income & Growth Fund            Mortgage Income Fund(3)
                               Strategic Income Fund                     U.S. Government Trust
                               Strategic Diversified Income Fund         Government Securities Fund
                               Strategic Investment Grade Bond Fund

Tax-Exempt Funds               New York Tax-Exempt Fund(2)               Tax-Free Bond Fund
                               Main Street California Tax-Exempt Fund(2) Insured Tax-Exempt Bond Fund
                               Pennsylvania Tax-Exempt Fund(2)           Intermediate Tax-Exempt Bond Fund
                               Florida Tax-Exempt Fund(2)

Money Market Funds             Money Market Fund                         Tax-Exempt Cash Reserves
                               Cash Reserves
<FN>
1. The fee is waived for PhoneLink exchanges between existing accounts. Exchange privileges are subject to change or termination.
2. Available only to residents of those states.
3. Formerly GNMA Fund.
</TABLE>

OppenheimerFunds are distributed by Oppenheimer Funds Distributor, Inc., 
Two World Trade Center, New York, NY 10048-0203. (C) Copyright 1994 Oppenheimer
Management Corporation. All rights reserved.

19  Oppenheimer California Tax-Exempt Fund

<PAGE>

"How may I help you?"

General Information 
1-800-525-7048
Talk to a Customer Service Representative.
Monday through Friday from 
8:30 a.m. to 8:00 p.m., and Saturday from 10:00 a.m. 
to 2:00 p.m. ET.

Telephone Transactions 
1-800-852-8457
Make account transactions with a Customer Service Representative. 
Monday through Friday from 
8:30 a.m. to 8:00 p.m. ET.

PhoneLink
1-800-533-3310
Get automated information or make automated transactions.
24 hours a day, 7 days a week.

Telecommunication 
Device for the Deaf
1-800-843-4461
Service for the hearing impaired.
Monday through Friday from 
8:30 a.m. to 8:00 p.m. ET.

OppenheimerFunds Information Hotline
1-800-835-3104
Hear timely and insightful 
messages on the economy and 
issues that affect your finances. 
24 hours a day, 7 days a week.

"Just as OppenheimerFunds offers over 30 different funds designed to help meet
virtually every investment need, Oppenheimer Shareholder Services offers a
variety of services to satisfy your individual needs. Whenever you require help,
we're only a toll-free phone call away. 

"For personalized assistance and account information, call our General
Information number to speak with our knowledgeable Customer Service
Representatives. 

"We also make it easy for you to redeem shares, exchange shares, or conduct
AccountLink transactions, simply by calling our Telephone Transactions number.

"And for added convenience, OppenheimerFunds' PhoneLink, an automated voice
response system, is available 24 hours a day, 7 days a week. PhoneLink gives you
access to variety of fund, account, and market information. You can even make
purchases, exchanges and redemptions using your touch-tone phone. Of course,
PhoneLink will always give you the option to speak with a Customer Service
Representative during regular business hours.

"When you invest in OppenheimerFunds, you know you'll receive a high level of
customer service. The International Customer Service Association knows it, too,
as it recently awarded Oppenheimer Shareholder Services a 1993 Award of
Excellence for consistently demonstrating superior customer service.

"Whatever your needs, we're ready to assist you."


(BARBARA HENNIGAR PHOTO)

Barbara Hennigar 
President 
Oppenheimer Shareholder Services

1993
AWARD OF
EXCELLENCE
INTERNATIONAL
CUSTOMER
SERVICE
ASSOCIATION


RS790.0294.R

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