U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Oppenheimer Strategic Income Fund
3410 South Galena Street
Denver, CO 80231-5099
2. Name of each series or class of funds for which this notice is filed:
Oppenheimer Strategic Income Fund - Class B
3. Investment Company Act File Number: 811-5724
Securities Act File Number: 33-28598
4. Last day of fiscal year for which this notice is filed: 9/30/96
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction a.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: -0-
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: -0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
164,697,430 $784,813,626
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
164,697,430 $784,813,626
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
21,799,243 $103,961,398
12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $784,813,626
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +$103,961,398
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$320,686,061
-------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
------------
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line(ii), less line (iii), plus
line (iv)) (if applicable): $568,088,963
------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation (see
Instruction C.6): x 1/3300
--------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)): $172,148
--------
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instructions C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rule of
Informal and Other Procedures (17 CFR 202.3a). /X/
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 25, 1996; Fed Wire #4564
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Oppenheimer Strategic Income Fund
/s/ Robert J. Bishop
By:_____________________________________
Robert J. Bishop, Assistant Treasurer
Date: 11/22/96
cc: Allan Adams, Esq.
Katherine Feld
Gloria LaFond
sec\230b.24f
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Myer, Swanson, Adams & Wolf, P.C.
ATTORNEYS AT LAW
Rendle Myer THE COLORADO STATE BANK BUILDING Of Counsel
Allan B. Adams 1600 BROADWAY - SUITE 1480 Robert Swanson
Robert K. Swanson DENVER, COLORADO 80202-4915 ------
Thomas J. Wolf* TELEPHONE (303) 866-9800 Fred E. Neef
*Board certified civil FACSIMILE (303) 866-9818 (1910-1986)
trial advocate by the
National Board of Trial
Advocacy
November 21, 1996
Oppenheimer Strategic Income Fund
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 beneficial interest in the Oppenheimer Strategic Income Fund,
a business trust organized under the laws of the Commonwealth of Massachusetts
(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 ended September 30, 1996,
144,191,676 Class A shares of beneficial interest, 164,697,430 Class B shares of
beneficial interest, and 25,509,533 Class C shares of beneficial interest of 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 of each class of
the Trust sold 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
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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,
MYER, SWANSON, ADAMS & WOLF, P.C.
/s/ Allan B. Adams
By_________________________________
Allan B. Adams