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


(COVER PHOTO: COUPLE ON PARK BENCH)



(OPPENHEIMER FUNDS(R) LOGO)


"With today's higher taxes we worried that the income from our investments
would not 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
Pennsylvania."

<PAGE>

Fund Facts

In this report:
Answers to three timely questions you should ask your Fund's managers.
* With interest rates at historically low levels, how has the Fund maintained
an attractive yield?
* What is the Fund's current position on Philadelphia municipal securities?
* Why does the current Fund investment strategy emphasize higher quality
municipal bonds?


Five Facts Every Shareholder Should Know About Oppenheimer Pennsylvania Tax-
Exempt Fund

1        The Fund seeks high, current income exempt from federal and
         Pennsylvania state income taxes. A substantial portion of the Fund's
         dividends will also be exempt from Pennsylvania county personal
         property taxes, and Philadelphia and Pittsburgh school district
         taxes. The Fund consists principally of Pennsylvania municipal
         securities rated in the highest four credit rating categories.

2        The standardized yield for Class A shares for the 30 days ended
         December 31, 1993 was 5.08%. For Class B shares, the standardized
         yield was 4.56%.(1)

3        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 top tax brackets.
                           
                           Here is the taxable equivalent yield for a 
                           Pennsylvania investor filing a joint return 
                           with taxable income of:
                           Fund Yield
                           on 12/31/93  $92,000     $150,000    $255,000
         Class A(1)           5.08%        7.57%        8.17%       8.65%
         Class B(1)           4.56%        6.80%        7.33%       7.77%

         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.

4        Total return at net asset value for the Fund's Class A shares for
         the twelve months ended December 31, 1993 was 13.12%.(2) The Fund's
         Class B shares total return at net asset value for the period from
         inception of the Class on May 1, 1993 to December 31, 1993 was
         6.67%.(2)

5        "We were proactive in our efforts to achieve an attractive yield for
         the Fund as interest rates declined during the past year.  Whenever
         possible we purchased call protection to lock in rates on higher
         yielding issues, which prevents the issuer from redeeming the bond
         before maturity.  This helps to maintain the income available to the
         Fund from  these investments."

         Portfolio Manager, Robert Patterson, December 31, 1993

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-year period and
since inception of the Fund on 9/18/89 ended 12/31/93 were 7.74% and 8.53%,
respectively. Total return for Class B shares from 5/1/93 (inception of the
Class) and held until 12/31/93 was 1.67%. 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%. All performance figures assume
reinvestment of dividends and capital gains distributions.
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 Pennsylvania Tax-Exempt Fund


<PAGE>

Report to Shareholders

Oppenheimer Pennsylvania Tax-Exempt Fund provided shareholders with
competitive tax-free yields during the year ended December 31, 1993. 
Standardized yield for Class A shares was 5.08% and 4.56% for Class B shares
for the 30-day period ended December 31, 1993.(3) The Fund's performance was
recently awarded a (4 stars) ranking from Morningstar Mutual Funds.(4)

During 1993, the market for Pennsylvania municipal bonds followed many of the
trends for the municipal bond market nationwide. Three key factors combined
to create a strong municipal bond market: declining interest rates; an
increase in federal tax rates; and gradual economic growth.

Declining interest rates caused prices of existing bonds to appreciate and
also led to a record supply of new municipal bond issues used to rebuild
infrastructure and meet other obligations. The increase in federal tax rates
made municipal bonds even more attractive to investors in higher tax
brackets. This demand also increased the value of bonds in the Fund's
portfolio. And finally, Pennsylvania's economy exhibited solid growth during
the past year, which strengthened the state's ability to meet its financial
obligations and positively affected the Fund's holdings.

Although it made solid progress in addressing its financial difficulties, we
do not currently invest directly in City of Philadelphia bonds because they
are not rated investment grade. The Fund does hold several Philadelphia
revenue bonds, which are backed by a specific revenue stream and are not tied
to the City of Philadelphia's financial situation.

In light of recent market trends, the Fund's strategy throughout the past
year was to stay fully invested in higher quality securities with an emphasis
on essential service revenue bonds, such as hospital and transportation
issues.(5) We favor higher quality bonds because they offer more dependable
returns relative to lower-rated bonds which provide only slightly higher
yields. As of December 31, 1993, 58.5% of the Fund's portfolio was invested
in top-rated AAA bonds. We also diversify the portfolio's holdings both
geographically within the state and by market sector.

Going forward, we will continue to seek attractive yields in essential
service revenue bonds and general obligation bonds. We are optimistic that
the current economic and political environment in Pennsylvania can support
continued good performance in 1994.

We appreciate your confidence in the Fund's management. We will continue to
do our best to provide you with tax-free income.


(Donald W. Spiro signature)

Donald W. Spiro
President, Oppenheimer Multi-State Tax-Exempt Trust
January 21, 1994

"The Fund was awarded (4 stars)
from Morningstar."


3. See footnote 1, page 2.
4. Source: Morningstar Mutual Funds 12/31/93, an independent mutual fund
monitoring service, which ranks funds in specific investment categories
monthly by a quantitative system that uses investment performance, risk
assessment factors and adjusts returns for fees and sales loads. One star is
the lowest ranking, five stars the highest. Of 2,193 funds ranked by 
Morningstar in that period, 197 received a 5-star ranking and 588 funds 
received a 4-star ranking. Risk assessment reflects fund performance relative 
to three-month Treasury bill returns. Past performance does not guarantee 
future results.
5. The Fund's portfolio is subject to change.


3    Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>


<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--95.7% 

Pennsylvania--92.8% 

Allegheny County, Pennsylvania Hospital 
Development Authority Revenue Bonds: 
Magee Women's Hospital, FGIC Insured, 
5.375%, 10/1/13                                       Aaa/AAA/AAA          $2,000,000     $1,973,474 
Presbyterian University Health Center Project, 
Series A, MBIA Insured, 6.25%, 11/1/23                Aaa/AAA               2,000,000      2,128,116 
Presbyterian University Hospital, Series A, 
MBIA Insured, 7.60%, 3/1/08                           Aaa/AAA                 600,000        671,345 

Beaver County, Pennsylvania Hospital Authority 
Revenue Bonds, Medical Center Beaver, 
Pennsylvania, Inc., AMBAC Insured, 6.625%, 7/1/10     Aaa/AAA               1,000,000      1,116,822 

Beaver County, Pennsylvania Industrial 
Development Authority Pollution Control Revenue 
Refunding Bonds, Ohio Edison Project, Series A, 
7.75%, 9/1/24                                         Baa3/BB+                500,000        565,881 

Berks County, Pennsylvania General Obligation 
Bonds, FGIC Insured, 9.475%, 11/15/20(1)              Aaa/AAA               1,000,000      1,190,528 

Berks County, Pennsylvania Municipal Authority 
Hospital Revenue Bonds, Reading Hospital Medical 
Center Project, MBIA Insured, 5.70%, 10/1/14          Aaa/AAA               1,250,000      1,286,856 

Blair County, Pennsylvania Hospital Authority 
Revenue Bonds, Altoona Hospital Project, 
AMBAC Insured, 9.21%, 7/1/14(1)                       Aaa/AAA                 700,000        803,480 

Dauphin County, Pennsylvania General Authority 
Hospital Revenue Bonds, Hapsco-Western 
Pennsylvania Hospital Project A-1, MBIA Insured, 
5.50%, 7/1/13                                         Aaa/AAA               1,000,000      1,006,780 

Delaware County, Pennsylvania Authority Revenue 
Bonds, Villanova University, MBIA Insured, 
6.90%, 8/1/16                                         Aaa/AAA               1,000,000      1,112,641 

Delaware County, Pennsylvania Industrial 
Development Authority Revenue Refunding Bonds, 
Resource Recovery Project, Series A, 8.10%, 12/1/13   NR/A+                   630,000        699,153 

Lehigh County, Pennsylvania Industrial 
Development Authority Pollution Control Revenue 
Refunding Bonds, Pennsylvania Power & Light Co. 
Project, Series A, 6.40%, 11/1/21                     Aaa/AAA               1,000,000      1,088,563 

North Allegheny, Pennsylvania School District 
General Obligation Refunding Bonds, Series A, 
AMBAC Insured, 6.35%, 11/1/12                         Aaa/AAA               1,500,000      1,637,454 

Northampton County, Pennsylvania Hospital 
Authority Revenue Bonds, Easton Hospital, Series A, 
MBIA Insured, 6.25%, 1/1/19                           Aaa/AAA               1,000,000      1,075,753 

Pennsylvania Convention Center Authority Revenue 
Bonds, Series A, FGIC Insured, 6.70%, 9/1/16          Aaa/AAA/AAA           1,850,000      2,164,770 

Pennsylvania Housing Finance Agency: 
Rental Housing Refunding Bonds, 6.40%, 7/1/12         Aaa/AAA               2,400,000      2,541,103 
Single Family Mortgage: 
Residual Interest Bonds, Series 1991-31C, 10.978%, 
10/1/23(1)                                            Aa/AA                 1,000,000      1,152,167 
Revenue Bonds, Series 36, 5.45%, 10/1/14              Aa/AA                 1,000,000        998,676 

                               4 Oppenheimer Pennsylvania Tax-Exempt Fund
                               <PAGE>
 
                                                      Ratings: Moody's/ 
                                                      S&P's/Fitch's        Face         Market Value 
                                                      (Unaudited)          Amount       See Note 1 
Pennsylvania 
(continued) 

Pennsylvania Intergovernmental Cooperative 
Authority Special Tax Revenue Bonds, 
City of Philadelphia Funding Program, 
MBIA Insured, 5.60%, 6/15/15                          Aaa/AAA/BBB+         $1,000,000     $1,016,850 

Pennsylvania State Certificates of Participation, 
Series A, AMBAC Insured, 5%, 7/1/15                   Aaa/AAA               3,500,000      3,336,025 

Pennsylvania State General Obligation Refunding 
Bonds, First Series, 5%, 4/15/13                      A1/AA-/AA-            2,500,000      2,430,475 

Pennsylvania State Higher Education Assistance 
Agency Student Loan Residual Interest 
Revenue Bonds, Series 1992B, AMBAC Insured, 
9.172%, 3/1/22(1)                                     Aaa/AAA               1,250,000      1,332,069 

Pennsylvania State Higher Educational Facilities 
Authority College and University Revenue Bonds: 
Hahnemann University Project, MBIA Insured, 
7.20%, 7/1/19                                         Aaa/AAA               1,500,000      1,690,669 
RIDC Regional Growth Fund--Carnegie, 9%, 11/1/09      NR/A+                 1,250,000      1,375,507 
Thomas Jefferson University, Series A, 6.625%, 
8/15/09                                               Aa/A+                   750,000        851,369 

Pennsylvania State Industrial Development 
Authority Economic Development Revenue Bonds, 
Series A, 7%, 1/1/11                                  A/A-/A                1,000,000      1,105,140 

Pennsylvania State Turnpike Commission 
Revenue Bonds: 
Series N, 6.50%, 12/1/13                              A1/A                  1,000,000      1,099,496 
Series P, AMBAC Insured, 6%, 12/1/17                  Aaa/AAA               2,000,000      2,142,236 

Pennsylvania State University Revenue 
Refunding Bonds: 
Series B, 5.50%, 8/15/16                              A1/AA-                1,500,000      1,511,040 
5.50%, 8/15/16                                        A1/AA-                1,000,000      1,007,360 

Philadelphia, Pennsylvania Gas Works Revenue 
Bonds, 14th Series, 6.375%, 7/1/26                    Baa1/BBB/A-           1,800,000      1,883,700 

Philadelphia, Pennsylvania Hospitals and Higher 
Educational Facilities Authority: 
Hospital Revenue Bonds: 
Albert Einstein Medical Center, 7.625%, 4/1/11        A/BBB+                3,500,000      3,888,297 
Temple University Hospital, Series A, 6.625%, 
11/15/23                                              Baa1/BBB+             1,800,000      1,912,520 
Hospital Revenue Refunding Bonds, St. Agnes 
Medical Center Project, 7.25%, 8/15/31                Aa/NR                   945,000      1,072,567 

Philadelphia, Pennsylvania Municipal Authority 
Justice Lease: 
Revenue Bonds, Series B, FGIC Insured, 
7.125%, 11/15/18                                      Aaa/AAA/AAA             700,000        838,083 
Revenue Refunding Bonds, Series A, FGIC Insured, 
Prerefunded, 5.625%, 11/15/18                         Aaa/AAA/AAA           2,750,000      2,795,089 

Philadelphia, Pennsylvania Regional Port Authority 
Lease Revenue Bonds, MBIA Insured, 
9.198%, 9/1/20(1)                                     Aaa/AAA               2,100,000      2,438,249 

                               5 Oppenheimer Pennsylvania Tax-Exempt Fund
                               
                               <PAGE>
 
                               
                                                      Ratings: Moody's/ 
                                                      S&P's/Fitch's        Face         Market Value 
                                                      (Unaudited)          Amount       See Note 1 
Pennsylvania 
(continued) 
Philadelphia, Pennsylvania Water and Sewer 
Revenue Bonds: 
Tenth Series, Prerefunded, 7.35%, 9/1/04              Aaa/AAA/BBB         $   245,000    $   292,353 
Twelfth Series, MBIA Insured, Prerefunded, 
7.25%, 7/1/14                                         Aaa/AAA/BBB             275,000        301,683 

Philadelphia, Pennsylvania Water and Wastewater 
Revenue Bonds, 5.75%, 6/15/13                         Baa/BBB/BBB           1,000,000      1,004,630 

Salem Township, Pennsylvania General Obligation 
Bonds, Prerefunded, 11.50%, 5/1/09                    NR/NR                   975,000      1,023,336 

Schuylkill County, Pennsylvania Industrial 
Development Authority Resource Recovery Revenue 
Refunding Bonds, Schuylkill Energy Resources, Inc., 
6.50%, 1/1/10                                         NR/NR/BBB-            2,500,000      2,526,980 

South Fork Municipal Authority Pennsylvania 
Hospital Revenue Bonds, Lee Hospital Project, 
Series A, 5.50%, 7/1/23                               NR/A-                 2,000,000      1,971,288 

St. Mary Hospital Authority Langhorne, 
Pennsylvania Hospital Revenue Refunding Bonds, 
Franciscan Health, Series B, BIG Insured, 7%, 
7/1/14                                                Aaa/AAA                 500,000        556,469 

University of Pittsburgh, Pennsylvania Higher 
Education Revenue Bonds, University Capital 
Project, Series A, MBIA Insured, 6.125%, 6/1/21       Aaa/AAA                 500,000        539,116 
                                                                           
                                                                                          65,156,158 

U.S. Possessions--2.9% 
Puerto Rico Commonwealth Public Improvement 
General Obligation Bonds, YCNS, MBIA Insured, 
8.784%, 7/1/08(1)                                     Aaa/AAA               1,000,000      1,110,468 

Puerto Rico Electric Power Authority Revenue 
Refunding Bonds, Series N, 5%, 7/1/12                 Baa1/A-               1,000,000        960,347 

                                                                                           2,070,815 

Total Municipal Bonds and Notes (Cost $63,479,770)                                        67,226,973 

Short-Term Tax-Exempt Obligations--2.9% 

Philadelphia, Pennsylvania Authority for Industrial 
Development Revenue Bonds, Franklin Institute 
Project, 3.35%(2) (Cost $2,000,000)                                         2,000,000      2,000,000 

Total Investments, at Value (Cost $65,479,770)                                   98.6%    69,226,973 

Other Assets Net of Liabilities                                                   1.4        989,279 
Net Assets                                                                      100.0%   $70,216,252 

<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 specfic, 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. 
See accompanying Notes to Financial Statements. 

</TABLE>


                               6 Oppenheimer Pennsylvania Tax-Exempt Fund
                               
                               <PAGE>
 
                               
<TABLE>
<CAPTION>
                     Statement of Assets and Liabilities December 31, 1993 
<S>                  <S>                                                                                      <C>
Assets               Investments, at value (cost $65,479,770)--see accompanying statement                     $69,226,973 

                     Cash                                                                                         138,175 

                     Receivables: 
                     Interest                                                                                   1,159,962 
                     Shares of beneficial interest sold                                                           363,068 
                     Deferred organization costs                                                                    3,552 

                     Other                                                                                         11,117 

                     Total assets                                                                              70,902,847 

Liabilities          Payables and other liabilities: 
                     Dividends                                                                                    371,737 
                     Shares of beneficial interest redeemed                                                       206,606 
                     Distribution assistance--Note 4                                                               24,892 
                     Other                                                                                         83,360 

                     Total liabilities                                                                            686,595 

Net Assets                                                                                                    $70,216,252 

Composition of 
Net Assets           Paid-in capital                                                                          $66,426,819 

                     Undistributed net investment income                                                           96,255 

                     Distributions in excess of net realized gain from investment transactions                    (54,025) 

                     Net unrealized appreciation on investments--Note 3                                         3,747,203 
                     
                     Net assets                                                                               $70,216,252 

Net Asset Value 
Per Share            Class A Shares: 
                     Net asset value and redemption price per share (based 
                     on net assets of $64,639,906 and 5,030,639 shares of beneficial interest outstanding)         $12.85 
                     Maximum offering price per share (net asset value plus sales charge 
                     of 4.75% of offering price)                                                                   $13.49 

                     Class B Shares: 
                     Net asset value, redemption price and offering price per share (based on net assets of 
                     $5,576,346 and 434,128 shares of beneficial interest outstanding)                             $12.84 
                     
                     See accompanying Notes to Financial Statements. 
</TABLE>

                               7 Oppenheimer Pennsylvania Tax-Exempt Fund<PAGE>
 
<TABLE>
<CAPTION>
                     Statement of Operations For the Year Ended December 31, 1993 
<S>                  <S>                                                        <C>
Investment Income    Interest                                                   $3,426,841 

Expenses             Management fees--Note 4                                       316,801 

                     Distribution assistance: 
                     Class A--Note 4                                                75,351 
                     Class B--Note 4                                                16,447 

                     Transfer and shareholder servicing agent fees--Note 4          45,134 

                     Shareholder reports                                            39,535 

                     Trustees' fees and expenses                                    20,384 

                     Legal and auditing fees                                        18,376 

                     Registration and filing fees: 
                     Class A                                                         8,711 
                     Class B                                                         1,755 

                     Custodian fees and expenses                                     9,214 

                     Other                                                          22,618 

                     Total expenses                                                574,326 
                     Less assumption of expenses by Oppenheimer Management 
                     Corporation--Note 4                                           (39,417) 

                     Net expenses                                                  534,909 

Net Investment 
Income                                                                           2,891,932 

Realized and 
Unrealized 
Gain on 
Investments 
                     Net realized gain on investments                              206,077 

                     Net change in unrealized appreciation on investments: 
                     Beginning of year                                             717,236 
                     End of year--Note 3                                         3,747,203 

                     Net change                                                  3,029,967 

                     Net realized and unrealized gain on investments             3,236,044 

Net Increase in Net Assets Resulting from Operations                            $6,127,976 

                     See accompanying Notes to Financial Statements. 
</TABLE>

                               8 Oppenheimer Pennsylvania Tax-Exempt Fund
                               
                               <PAGE>
 
                               
<TABLE>
<CAPTION>
                 Statements of Changes in Net Assets 
                                                                                       Year Ended December 31, 
                                                                                       1993          1992 
<S>              <S>                                                                   <C>           <C>
Operations       Net investment income                                                 $2,891,932    $ 1,394,814 

                 Net realized gain on investments                                         206,077        136,127 

                 Net change in unrealized appreciation or depreciation on 
                 investments                                                            3,029,967        211,711 

                 Net increase in net assets resulting from operations                   6,127,976      1,742,652 

Dividends and 
Distributions 
to 
Shareholders 
                 Dividends from net investment income: 
                 Class A ($.702 and $.731 per share, respectively)                     (2,800,212)    (1,311,813) 
                 Class B ($.368 per share)                                                (80,782)            -- 

                 Distributions from net realized gain on investments: 
                 Class A ($.044 and $.075 per share, respectively)                       (215,004)      (164,010) 
                 Class B ($.044 per share)                                                (17,419)            -- 

Beneficial 
Interest 
Transactions 
                 Net increase in net assets resulting from Class A beneficial 
                 interest transactions--Note 2                                         28,394,854     19,232,536 

                 Net increase in net assets resulting from Class B beneficial 
                 interest 
                 transactions--Note 2                                                   5,516,888             -- 

Net Assets       Total increase                                                        36,926,301     19,499,365 

                 Beginning of year                                                     33,289,951     13,790,586 

                 End of year (including undistributed net investment income of 
                 $96,255 and $85,317, respectively)                                   $70,216,252    $33,289,951 
                 
                 See accompanying Notes to Financial Statements. 
</TABLE>



                               9 Oppenheimer Pennsylvania 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(2)           1993 (1) 
<S>                                        <C>           <C>            <C>            <C>            <C>                <C>
Per Share Operating Data 
Net asset value, beginning 
of period                                  $ 12.05       $ 11.93        $ 11.43        $11.58         $11.43             $12.44 

Income from investment 
operations: 
Net investment income                          .69           .76            .74           .81            .18                .36 
Net realized and unrealized 
gain (loss) on investments                     .85           .17            .53          (.15)           .15                .45 

Total income from investment 
operations                                    1.54           .93           1.27           .66            .33                .81 

Dividends and distributions 
to shareholders: 
Dividends from net investment 
income                                        (.70)         (.73)          (.73)         (.81)          (.18)              (.37) 
Distributions from net realized 
gain on investments                           (.04)         (.08)          (.04)           --             --               (.04) 

Total dividends and 
distributions to shareholders                 (.74)         (.81)          (.77)         (.81)          (.18)              (.41) 

Net asset value, end of period             $ 12.85       $ 12.05        $ 11.93        $11.43         $11.58             $12.84 

Total Return, at Net Asset 
Value(3)                                     13.12%         8.04%         11.49%         6.00%          3.25%              6.67% 

Ratios/Supplemental Data 
Net assets, end of period 
(in thousands)                             $64,640       $33,290        $13,791        $8,406         $2,353             $5,576 

Average net assets 
(in thousands)                             $50,974       $21,936        $10,717        $5,170         $1,231             $2,770 

Number of shares outstanding at 
end of period (in thousands)                 5,031         2,764          1,156           735            203                434 

Ratios to average net assets: 
Net investment income                         5.52%         6.36%          6.30%         7.06%          6.12%(4)           4.26%(4) 
Expenses, before voluntary 
assumption by the Manager                     1.06%         1.39%          1.29%         1.77%          2.49%(4)           1.78%(4) 
Expenses, net of voluntary 
assumption by the Manager                      .99%         1.06%           N/A           .59%           .91%(4)           1.78%(4) 

Portfolio turnover rate(5)                    14.6%         29.9%          15.5%          5.3%           0.0%              14.6% 
<FN>
1. For the period from May 1, 1993 (inception of offering) to December 31, 1993. 
2. For the period from September 18, 1989 (commencement of operations) to December 31, 1989. 
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 $38,371,268 and $7,343,064, respectively. 
See accompanying Notes to Financial Statements. 
</TABLE>


                               10 Oppenheimer Pennsylvania Tax-Exempt Fund
                               <PAGE>
 

Notes to Financial Statements 

1. Significant Accounting Policies 

Oppenheimer Pennsylvania Tax-Exempt Fund (the Fund) is a separate series of 
Oppenheimer Multi-State Tax-Exempt Trust, a non-diversified, open-end 
management investment company registered under the Investment Company Act of 
1940, as amended. 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 $3,307 was made for the Fund's 
projected benefit obligations, resulting in an accumulated liability of 
$28,744 at December 31, 1993. No payments have been made under the plan. 

Organization Costs. The Manager advanced $22,953 for organization and 
start-up costs of the Fund. Such expenses are being amortized over a five-year 
period from the date operations commenced. In the event that all or part of 
the Manager's initial investment in shares of the Fund is withdrawn during 
the amortization period, the redemption proceeds will be reduced to reimburse 
the Fund for any unamortized expenses, in the same ratio as the number of 
shares redeemed bears to the number of initial shares outstanding at the time 
of such redemption. 

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. 
 

                               11 Oppenheimer Pennsylvania Tax-Exempt Fund
                               
                               <PAGE>
 

Notes to Financial Statements (Continued) 

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                                 2,598,125       $32,598,970           1,783,153    $21,329,629 
Dividends and                                                          
distributions reinvested               156,253         1,972,297              80,016        957,158 
Redeemed                              (487,470)       (6,176,413)           (255,436)    (3,054,251) 
Net increase                         2,266,908       $28,394,854           1,607,733    $19,232,536 
Class B:                                                                    
Sold                                   441,757       $ 5,613,333                  --    $        -- 
Dividends and distributions 
reinvested                               4,737            60,779                  --             -- 
Redeemed                               (12,366)         (157,224)                 --             -- 
Net increase                           434,128       $ 5,516,888                  --    $        -- 
<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 $3,747,203 
was composed of gross appreciation of $3,878,041, and gross depreciation of 
$130,838. 

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 
most stringent applicable regulatory limit on Fund expenses. In addition, the 
Manager had voluntarily undertaken to assume Fund expenses of .20% of average 
annual net assets effective February 4, 1993 (.40% prior thereto). This 
voluntary undertaking was terminated effective May 26, 1993. 

For the year ended December 31, 1993, commissions (sales charges paid by 
investors) on sales of Class A shares totaled $939,991, of which $252,444 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 $1,853 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, the Fund may expend up to .15% 
of its Class A and .25% of its Class B 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. The Fund's Board has 
voluntarily reduced this Class B service fee to .15% per annum. 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 $5,626 to an affiliated broker/dealer 
as reimbursement for Class A distribution-related expenses and retained 
$16,447 as reimbursement for Class B distribution-related expenses and sales 
commissions. 

                               12 Oppenheimer Pennsylvania Tax-Exempt Fund
                               <PAGE>
 

Independent Auditors' Report 

The Board of Trustees and Shareholders of Oppenheimer Pennsylvania Tax-Exempt 
Fund: 

We have audited the accompanying statements of investments and assets and 
liabilities of Oppenheimer Pennsylvania 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 
four-year period then ended and the period from September 18, 1989 
(commencement of operations) to December 31, 1989. 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. 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 Pennsylvania 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 four-year period then ended and the 
period from September 18, 1989 (commencement of operations) to December 31, 
1989, in conformity with generally accepted accounting principles. 

KPMG Peat Marwick 
Denver, Colorado 
January 21, 1994 

                               13 Oppenheimer Pennsylvania 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 $.0440 per share was paid on December 10, 1993, of which 
$.0439 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.   

                               14 Oppenheimer Pennsylvania Tax-Exempt Fund<PAGE>
 


<PAGE>

Oppenheimer Pennsylvania Tax-Exempt Fund
A Series of Oppenheimer Multi-State Tax-Exempt Trust

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


15  Oppenheimer Pennsylvania Tax-Exempt Fund


<PAGE>



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Oppenheimer Shareholder Services

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