OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
N-30D, 1995-03-09
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<PAGE>   1
OPPENHEIMER PENNSYLVANIA TAX-EXEMPT FUND
Annual Report December 31, 1994


[FIGURE NUMBER 1]
Photo of couple hiking


                                     "We need
                                      more
                                      income, 
                                      not more 
                                      taxes."






[LOGO]


<PAGE>   2


This Fund is for people who want to earn income that's exempt from taxes.


YIELD

STANDARDIZED YIELD

For the 30 Days Ended 12/31/94:4

Class A

5.58%

Class B

5.10%


HOW YOUR FUND IS MANAGED

Oppenheimer Pennsylvania Tax-Exempt Fund invests in a diversified portfolio of
investment grade Pennsylvania tax-free municipal bonds. As a Fund shareholder,
you receive income that is free from federal, Pennsylvania and in some cases,
local school district income taxes(1). Your dividends don't increase your
taxable income the way taxable investments do, so you can keep more of what you
earn.

      Your Fund invests in investment grade municipal bonds and notes listed
within the four highest rating categories by Moody's, Standard & Poor's or
Fitch's.

PERFORMANCE

Total return at net asset value for the 12 months ended 12/31/94 was -7.68% for
Class A shares and -8.32% for Class B shares(2).

      The financial markets had a difficult year and, like many mutual funds,
your Fund felt the effects. While difficult years are hard to accept, they're an
inevitable part of investing. That's why keeping a long-term perspective is
crucial to getting the most from your investment.

      Your Fund's average annual total returns at maximum offering price for
Class A shares for the 1- and 5-year periods ended 12/31/94 and since inception
of the Class on 9/18/89 were -12.06%, 4.90% and 5.26%, respectively. For Class B
shares, average annual total returns for the 1-year period ended 12/31/94 and
since inception of the Class on 5/1/93 were -12.68% and -3.52%, respectively(3).

OUTLOOK 

"In line with our primary objective--providing an above-average level of
tax-free income from an investment quality portfolio of Pennsylvania municipal
bonds--we keep the duration of the Fund's portfolio somewhat longer than that of
most other funds. This hampered our short-term performance, but we believe that,
in the long run, shareholders will benefit significantly when interest rates
stabilize and the Pennsylvania municipal market's positive fun-damentals
emerge."

                                             Robert Patterson, Portfolio Manager
                                                               December 31, 1994

1. A portion of the distributions paid by the Fund may be subject to federal and
state income taxes. For investors subject to federal and/or state alternative
minimum tax (AMT), the Fund's distributions may increase this tax. Capital gains
distributions, if any, are taxed as capital gains.

2. Based on the change in net asset value per share from 12/31/93 to 12/31/94,
without deducting any sales charges. Such performance would have been lower if
sales charges were taken into account.

3. Average annual total returns are based on a hypothetical investment held
until 12/31/94, after deducting the current maximum initial sales charge of
4.75% for Class A shares. Total return for Class B shares was based on a
hypothetical investment held for that period, after deducting the contingent
deferred sales charge of 5% (1 year) and 4% (since inception) for Class B
shares.

4. Standardized yield is net investment income calculated on a yield-to-maturity
basis for the 30-day period ended 12/31/94, divided by the maximum offering
price at the end of the period, compounded semi-annually and then annualized.
Falling net asset values will tend to artificially raise yields. All figures
assume reinvestment of dividends and capital gains distributions. Past
performance is not indicative of future results. Investment and principal value
on an investment in the Fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than the original cost.

2 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   3

Dear OppenheimerFunds Shareholder,

The past year was marked by one of the greatest tests of the municipal bond
market in more than six decades. In 1994, the Federal Reserve undertook one of
the most aggressive inflation-fighting efforts in its history, raising interest
rates six times and driving bond prices down across the board. Then, in early
December as the market started to stabilize, Orange County, California,
defaulted on a $100 million bond issue, for reasons not related to the bonds
themselves, but rather to the aggressive use of derivatives (investments whose
value is derived from another security, currency, commodity or index) in
managing the county's portfolio. Although Orange County's problems didn't affect
OppenheimerFunds tax-free portfolios significantly, at year end, many investors
were left wondering what the future holds not only for interest rates, but for
the municipal market itself.

      Looking at Orange County, there is no question that their problems have
added temporarily to the uncertainties surrounding the tax-free market. In the
near term, investors' heightened sense of caution may push new-issue prices
modestly lower and new-issue yields somewhat higher. In the longer term,
however, we expect developments in Orange County are likely to help rather than
hurt the market. The municipal bond market has always been one of the most
conservative places to invest, and with the increased attention paid to risks of
all types, we expect it to become less risky.

      As for the Fed's actions to raise interest rates, changing interest rates
and fluctuating bond prices are facts of life affecting all bond markets, and
it's a bond market basic principle that when interest rates rise, bond prices
generally decline. That is why we believe the best measure for any fixed income
investment is its performance over the long term. And we believe the long-term
outlook for the municipal market is excellent, which is supported by several
considerations.

      First, the Fed's attempt to fend off possible future inflation, while
temporarily disconcerting, is beginning to have its desired effect. The economy
is starting to slow, and although short-term rates may move up modestly from
their present levels, long-term interest rates should stabilize in their current
range. Long-term rates may even begin to decline as overblown concerns about
inflation abate.

      Those concerns are, in fact, already fading. The inflation rate--as
measured by the Consumer Price Index--continues to run at less than 3% a year,
and there's nothing on the horizon to suggest to us that it will increase
substantially anytime soon. As a result, municipal bonds today offer some of the
highest real, inflation-adjusted returns we have seen in years. In addition,
while the economy is showing some signs of slowing, it is still growing at a
solid pace. As a result, the financial strength of many municipal issuers
continues to improve, again providing solid support for municipal bond prices.

      Finally, the market's supply and demand characteristics are strong. The
supply of new municipal bonds currently is running some 40% below last year's
pace, while we expect demand for tax-free bonds is likely to increase
substantially over the next few months, helped by more stable bond markets and
rising investor demand to ease their tax burdens.

      Together, these factors suggest to us that 1995 will be rewarding for
municipal investors. Your portfolio manager discusses the outlook for your Fund
on the following pages. We appreciate your confidence and we look forward to
continue helping you reach your investment goals.

Donald W. Spiro                                   Jon S. Fossel
- ----------------                                  -------------
Donald W. Spiro                                   Jon S. Fossel
January 23, 1995


[FIGURE NUMBER 2]
Photo of Donald W. Spiro

Donald W. Spiro
President
Oppenheimer
Pennsylvania
Tax-Exempt Fund

[FIGURE NUMBER 3]
Photo of Jon S. Fossel

Jon S. Fossel
Chairman and CEO
Oppenheimer
Management
Corporation


3 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   4

Q + A

[FIGURE NUMBER 4]
Photo of Robert Patterson

[FIGURE NUMBER 5]
Photo of person at trading desk

Q What is your view of Pennsylvania's economy?

An interview with your Fund's manager.

A LOT HAPPENED IN THE PENNSYLVANIA MUNICIPAL MARKET OVER THE PAST YEAR. WHAT
WERE THE MOST IMPORTANT FACTORS AFFECTING THE FUND'S PERFORMANCE? 

Many factors combined to make 1994 one of the most challenging years tax-free
investors have seen in decades, but one stands out: the Federal Reserve's effort
to fend off inflation by raising interest rates, which drove interest up and
bond prices down. The Fed's actions affected virtually all municipal bonds and
bond funds, and this Fund was no exception.

DID THOSE DEVELOPMENTS CAUSE YOU TO CHANGE YOUR INVESTMENT STRATEGY?

In seeking to provide an attractive level of tax-free income, our investment
strategy remains the same--to keep the Fund's duration, a technical measure of a
bond portfolio's sensitivity to interest rate changes, slightly longer than
those of many other funds. As a result, the Fund's net asset value declined more
than some other funds, but we delivered an attractive level of tax-free income.
And we believe the Fund will benefit from this longer duration as investors
recognize the fundamental positives that should drive the Pennsylvania municipal
market in the future. Of course, within this strategy we made some adjustments
to the portfolio to position it more defensively.

WHAT PORTFOLIO ADJUSTMENTS DID
YOU MAKE? 

We reduced the Fund's average maturity somewhat, focusing on bonds in the 15- to
20-year maturity range. All other things being equal, bonds with these shorter
maturities are less sensitive to changing interest rates than longer-maturity
bonds. We also reduced our exposures to municipal utility issues. We also
focused more attention on insured and pre-refunded issues, which today

[FIGURE NUMBER 6]
Photo of Len Darling and Jon Fossel

4 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   5

make up a significant portion of the portfolio(1).

WHAT ARE PREREFUNDED BONDS AND WHAT MAKES THEM SO ATTRACTIVE?

Prerefunded bonds are municipal bonds that, as their name implies, have been
refinanced by the issuer ahead of their scheduled call or maturity dates by
bonds with a lower interest rate. What makes prerefunded bonds so attractive is
their income streams and credit quality.

      When a bond is refunded in advance of what would be its "normal"
retirement date, part of the proceeds of the new issue are used to buy U.S.
Treasury securities sufficient to pay off the holders of the orig-inal bond
issue in full. These government securities are placed in an escrow account, and
the refunded issue automatically has the same low risk of default as a triple-A
rated security. As a result, we earn above-market yields on refunded issues
until they are retired, and benefit from the highest credit quality.

WHAT OTHER KINDS OF BONDS ARE YOU FOCUSING ON TODAY? 

We're continuing to find good values in the Pennsylvania housing sector, as well
as in the transportation and education sectors. The state's economy also
continues to strengthen--a fact reflected in Philadelphia's recent upgrade--and
if that trend continues we may be-come more interested in general obligation
issues, which we tended to avoid during the recession.

SOME ANALYSTS ARE PREDICTING THAT A RECORD AMOUNT OF MUNICIPAL BONDS WILL BE
CALLED IN 1995. HOW ARE YOU MANAGING CALLS?

Bond calls, which allow issuers to redeem bonds before their scheduled maturity
and replace them with lower-yielding issues--are a fact of life in the municipal
bond market. Because interest rates are cur-rently much lower than they were in
the mid-1980s when many of the municipal bonds outstanding today were issued,
it's fully possible that some of the bonds in the Fund's port-folio will be
called.

      We manage that by stay-ing on top of the portfolio at all times, trying to
anticipate calls and seeking to buy bonds that offer both attractive yields and
significant call protection. Virtually no municipal bond fund can avoid calls
entirely. The key is to take a forward-looking view and manage them
intelligently.

WHAT'S YOUR OUTLOOK FOR THE PENNSYLVANIA MARKET GOING FORWARD?

Our long-term outlook is very constructive. The positives at work on the
national level--low inflation, reduced municipal bond supply, and rising demand
for tax-free securities driven by rising tax burdens--are, if anything, even
stronger here.

      The Pennsylvania economy has recovered from the recession very well; its
finances, and those of the state's major cities, are in good shape, while the
supply of Pennsylvania state paper is limited. This com-bination of reduced
supply and mounting demand should pro-vide support for Pennsylvania municipal
bond prices. -

1. The Fund's portfolio is subject to change.



FACING PAGE
Top left: Robert Patterson,
Portfolio Manager

Top right: The trading desk

Bottom: Len Darling, Executive VP, 
Director of Fixed Income 
Investments, with Jon Fossel,
CEO and Chairman, Oppenheimer 
Management Corporation

THIS PAGE
Robert Patterson

A The state's economy has recovered from the recession very well; its finances
are in good shape.

[FIGURE NUMBER 7]
Photo of Robert Patterson

5 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   6

                       STATEMENT OF INVESTMENTS December 31, 1994
<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--97.9%

PENNSYLVANIA--95.5%    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   $1,706,742

                       Allegheny County, Pennsylvania Hospital Development
                       Authority Revenue Bonds, Presbyterian University Hospital,
                       Prerefunded, Series A, MBIA Insured, 7.60%, 3/1/08            Aaa/AAA                  600,000      646,047

                       Berks County, Pennsylvania General Obligation Bonds,
                       FGIC Insured, 8.425%, 11/15/20(1)                             Aaa/AAA/AAA            1,000,000    1,078,526

                       Berks County, Pennsylvania Municipal Authority Hospital
                       Revenue Bonds, Reading Hospital Medical Center Project,
                       MBIA Insured, 5.70%, 10/1/14                                  Aaa/AAA/AAA            1,250,000    1,110,293

                       Blair County, Pennsylvania Hospital Authority Revenue
                       Bonds, Altoona Hospital Project, AMBAC Insured,
                       5.523%, 7/1/14(1)                                             Aaa/AAA/AAA              700,000      664,855

                       Dauphin County, Pennsylvania General Authority Hospital
                       Revenue Bonds, Hapsco-Western Pennsylvania Hospital
                       Project, Series A-1, MBIA Insured, 5.50%, 7/1/13              Aaa/AAA                1,000,000      863,353

                       Dauphin County, Pennsylvania Hospital Authority Revenue
                       Refunding Bonds, Polyclinic Medical Center Project,
                       MBIA Insured, 5.40%, 8/15/13                                  Aaa/AAA/NR             2,500,000    2,166,425

                       Delaware County, Pennsylvania Authority Revenue Bonds,
                       Villanova University, MBIA Insured, 6.90%, 8/1/16             Aaa/AAA                1,000,000    1,010,429

                       Delaware County, Pennsylvania Industrial Development
                       Authority Revenue Refunding Bonds, Resource Recovery
                       Project, Series A, 8.10%, 12/1/13                             Aa3/A+                 2,630,000    2,789,157

                       Delaware River Joint Toll Bridge Commission Pennsylvania
                       Bridge Revenue Bonds, Interstate 78, Prerefunded,
                       FGIC Insured, 7.80%, 7/1/18                                   Aaa/AAA/AAA            1,450,000    1,578,444

                       Langhorne Manor Boro, Pennsylvania Higher Education
                       & Health Authority Revenue Bonds, Woods Schools
                       Project, Prerefunded, 8.75%, 11/15/14                         NR/AAA                 1,000,000    1,147,480

                       Lehigh County, Pennsylvania General Purpose Authority
                       Revenue Bonds, Lehigh Valley Hospital, Inc., Series A,
                       MBIA Insured, 7%, 7/1/16                                      Aaa/AAA                1,250,000    1,290,951

                       Northampton County, Pennsylvania Hospital Authority
                       Revenue Bonds, Easton Hospital, Series A, MBIA Insured,
                       6.25%, 1/1/19                                                 Aaa/AAA                1,000,000      939,850

                       Northcumberland County, Pennsylvania Commonwealth
                       Lease Authority Revenue Bonds, MBIA Insured,
                       6.25%, 10/15/09                                               Aaa/AAA                2,000,000    2,048,592

                       Pennsylvania Convention Center Authority Revenue Bonds,
                       Escrowed to Maturity, Series A, FGIC Insured, 6.70%, 9/1/16   Aaa/AAA/AAA            1,850,000    1,835,159

                       Pennsylvania Economic Development Financing
                       Authority Wastewater Treatment Revenue Bonds,
                       Sun Co., Inc.--R & M Project, Series A, 7.60%, 12/1/24        Baa1/BBB+              2,000,000    2,009,244

                       Pennsylvania Housing Finance Agency Revenue Bonds,
                       Single Family Mtg., Series 31C, 9.315%, 10/1/23(1)            Aa/AA                  1,000,000      956,234

                       Pennsylvania Housing Finance Agency Revenue Bonds,
                       Single Family Mtg., Series 36, 5.45%, 10/1/14                 Aa/AA                  1,000,000      848,580
</TABLE>


                       6 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   7
<TABLE>
<CAPTION>

                                                                                     RATINGS: MOODY'S/
                                                                                     S&P'S/FITCH'S        FACE         MARKET VALUE
                                                                                     (UNAUDITED)          AMOUNT       SEE NOTE 1
                                                                                     ----------------     ------       ------------
<S>                                                                                  <C>                  <C>          <C>
PENNSYLVANIA           Pennsylvania Housing Finance Agency Revenue Bonds,
(CONTINUED)            Single Family Mtg., Series 40, 6.80%, 10/1/15                 Aa/AA                $2,000,000   $1,973,482

                       Pennsylvania Housing Finance Agency Revenue
                       Refunding Bonds, Rental Housing, 5.80%, 7/1/18                Aaa/AAA               2,000,000    1,762,722

                       Pennsylvania Housing Finance Agency Revenue
                       Refunding Bonds, Rental Housing, 6.40%, 7/1/12                Aaa/AAA               1,500,000    1,455,525

                       Pennsylvania Intergovernmental Cooperative Authority
                       Special Tax Revenue Bonds, City of Philadelphia Funding
                       Program, MBIA Insured, 5.60%, 6/15/15                         Aaa/AAA/BBB+          1,500,000    1,319,146

                       Pennsylvania Intergovernmental Cooperative Authority
                       Special Tax Revenue Refunding Bonds, City of Philadelphia
                       Funding Program, MBIA Insured, 5.60%, 6/15/16                 Aaa/AAA               1,000,000      876,731

                       Pennsylvania State General Obligation Refunding Bonds,
                       Fst. Series, 10%, 4/15/98                                     A1/AA--/AA--          1,880,000    2,144,631

                       Pennsylvania State Higher Education Assistance Agency
                       Student Loan Revenue Bonds, Series B, AMBAC Insured,
                       7.316%, 3/1/22(1)                                             Aaa/AAA/AAA           1,250,000      957,575

                       Pennsylvania State Higher Educational Facilities Authority
                       College & University Revenue Bonds, Hahnemann
                       University Project, MBIA Insured, 7.20%, 7/1/19               Aaa/AAA               1,500,000    1,542,981

                       Pennsylvania State Higher Educational Facilities Authority
                       College & University Revenue Bonds, RIDC Regional
                       Growth Fund--Carnegie, 9%, 11/1/09                            NR/A+                 1,250,000    1,308,581

                       Pennsylvania State Higher Educational Facilities Authority
                       College & University Revenue Bonds, Thomas Jefferson
                       University, Series A, 6.625%, 8/15/09                         Aa/A+                   750,000      756,824

                       Pennsylvania State Higher Educational Facilities
                       Authority Health Services Revenue Bonds, University of
                       Pennsylvania, Series A, 6%, 1/1/10                            Aa/AA--               2,000,000    1,897,742

                       Pennsylvania State Industrial Development Authority
                       Economic Development Revenue Bonds, Prerefunded,
                       Series A, 7%, 1/1/11                                          NR/A--/AAA            1,000,000    1,078,594

                       Pennsylvania State Turnpike Commission Revenue Bonds,
                       Series P, AMBAC Insured, 6%, 12/1/17                          Aaa/AAA/AAA           2,000,000    1,848,026

                       Pennsylvania State Turnpike Commission Turnpike
                       Revenue Bonds, Prerefunded, Series E, MBIA Insured,
                       7.50%, 12/1/09                                                Aaa/AAA               1,000,000    1,095,442

                       Pennsylvania State University Revenue Refunding Bonds,
                       5.50%, 8/15/16                                                A1/AA--               1,000,000      869,007

                       Pennsylvania State University Revenue Refunding Bonds,
                       Series B, 5.50%, 8/15/16                                      A1/AA--               2,500,000    2,172,517

                       Philadelphia, Pennsylvania Gas Works Revenue Bonds,
                       14th Series, 6.375%, 7/1/26                                   Baa1/BBB/A--          1,800,000    1,620,988

                       Philadelphia, Pennsylvania Gas Works Revenue Bonds,
                       15th Series, 5.25%, 8/1/15                                    Baa1/BBB/A--          1,000,000      802,254

                       Philadelphia, Pennsylvania Hospitals & Higher
                       Educational Facilities Authority Revenue Bonds,
                       Albert Einstein Medical Center, 7.625%, 4/1/11                A/BBB+                3,500,000    3,604,264
</TABLE>

                       7 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   8

                       STATEMENT OF INVESTMENTS   (Continued)
<TABLE>
<CAPTION>

                                                                                     RATINGS: MOODY'S/
                                                                                     S&P'S/FITCH'S        FACE        MARKET VALUE
                                                                                     (UNAUDITED)          AMOUNT      SEE NOTE 1
                                                                                     ----------------     ------      -------------
<S>                                                                                  <C>                  <C>         <C>
PENNSYLVANIA           Philadelphia, Pennsylvania Hospitals & Higher Educational
(CONTINUED)            Facilities Authority Revenue Bonds, Temple University
                       Hospital, Series A, 6.625%, 11/15/23                          Baa1/BBB+            $3,800,000  $ 3,464,908

                       Philadelphia, Pennsylvania Municipal Authority Justice
                       Lease Revenue Refunding Bonds, Series A, FGIC Insured,
                       5.625%, 11/15/14                                              Aaa/AAA/AAA           3,000,000    2,673,801

                       Philadelphia, Pennsylvania Regional Port Authority Lease
                       Revenue Bonds, MBIA Insured, 6.87%, 9/1/20(1)                 Aaa/AAA               2,100,000    1,785,550

                       Philadelphia, Pennsylvania Water & Sewer Revenue Bonds,
                       Escrowed to Maturity, Tenth Series, 7.35%, 9/1/04             NR/AAA/BBB              245,000      261,923

                       Philadelphia, Pennsylvania Water & Wastewater Revenue
                       Bonds, 5.75%, 6/15/13                                         Baa/BBB/BBB           1,000,000      853,149

                       Schuylkill County, Pennsylvania Industrial Development
                       Authority Resource Recovery Revenue Refunding Bonds,
                       Schuylkill Energy Resources, Inc., 6.50%, 1/1/10              NR/NR/BBB--           2,895,000    2,617,607

                       Schuylkill County, Pennsylvania Industrial Development
                       Authority Resource Recovery Revenue Refunding Bonds,
                       Schuylkill Energy Resources, Inc., 6.50%, 1/1/10              NR/NR/BBB--             105,000      105,000

                       St. Mary Hospital Authority Langhorne, Pennsylvania
                       Hospital Revenue Refunding Bonds, Franciscan Health
                       Project, Series B, BIG Insured, 7%, 7/1/14                    Aaa/AAA                 500,000      509,907

                       Washington County, Pennsylvania Municipal Facility
                       Lease Authority Revenue Bonds, Prerefunded, AMBAC

                       Insured, 7.45%, 12/15/12                                      Aaa/AAA/AAA           1,000,000    1,102,646
                                                                                                                      -----------
                                                                                                                       67,151,884
U.S. POSSESSIONS--2.4% Puerto Rico Commonwealth Public Improvement General
                       Obligation Bonds, YCNS, MBIA Insured, 7.384%, 7/1/08(1)       Aaa/AAA               1,000,000      839,442

                       Puerto Rico Electric Power Authority Revenue Refunding
                       Bonds, Series N, 5%, 7/1/12                                   Baa1/A--              1,000,000      838,115
                                                                                                                      -----------
                                                                                                                        1,677,557
                                                                                                                      -----------
                       Total Municipal Bonds and Notes (Cost $73,527,286)                                              68,829,441

SHORT-TERM TAX-EXEMPT OBLIGATIONS--0.5%

                       Philadelphia, Pennsylvania Authority for Industrial
                       Development Revenue Bonds, Franklin Institute Project,
                       5.50%(2) (Cost $400,000)                                                              400,000       400.00

TOTAL INVESTMENTS, AT VALUE (COST $73,927,286)                                                                  98.4%  69,229,441

OTHER ASSETS NET OF LIABILITIES                                                                                  1.6    1,111,672
                                                                                                                      -----------
NET ASSETS                                                                                                     100.0% $70,341,113
                                                                                                                      ===========
</TABLE>


                       1.  Represents  the current  interest rate for a variable
                       rate bond.  These  variable  rate bonds known as "inverse
                       floaters"  pay  interest at a rate that varies  inversely
                       with  short-term  interest rates. As interest rates rise,
                       inverse floaters produce less current income. Their price
                       may be more  volatile  than  the  price  of a  comparable
                       fixed-rate   security.   Inverse   floaters   amount   to
                       $6,282,182 or 8.9% of the Fund's net assets,  at December
                       31, 1994.

                       2. Floating or variable rate obligation  maturing in more
                       than  one  year.  The  interest  rate,  which is based on
                       specific,  or an index of, current market interest rates,
                       is subject to change  periodically  and is the  effective
                       rate on December 31, 1994.  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.



                        8 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   9


                       STATEMENT OF ASSETS AND LIABILITIES December 31, 1994
<TABLE>

<S>                    <C>                                                                                              <C>
ASSETS                 Investments, at value (cost $73,927,286)--see accompanying statement                             $69,229,441

                       Cash                                                                                                 156,742

                       Receivables:
                       Interest                                                                                           1,393,024
                       Shares of beneficial interest sold                                                                   549,174

                       Other                                                                                                  9,876
                                                                                                                        -----------
                       Total assets                                                                                      71,338,257

LIABILITIES            Payables and other liabilities:
                       Shares of beneficial interest redeemed                                                               630,369
                       Dividends                                                                                            246,005
                       Distribution and service plan fees--Note 4                                                            26,193
                       Other                                                                                                 94,577
                                                                                                                        -----------
                       Total liabilities                                                                                    997,144

NET ASSETS                                                                                                              $70,341,113
                                                                                                                        ===========

COMPOSITION OF         Paid-in capital                                                                                  $76,139,920
NET ASSETS             Undistributed (overdistributed) net investment income                                                (62,280)
                       Accumulated net realized gain (loss) from investment transactions                                 (1,038,682)
                       Net unrealized appreciation (depreciation) on investments--Note 3                                 (4,697,845)
                                                                                                                        -----------
                       Net assets                                                                                       $70,341,113
                                                                                                                        ===========

NET ASSET VALUE        Class A Shares:
PER SHARE              Net asset value and redemption price per share (based on net assets of $60,857,134
                       and 5,440,395 shares of beneficial interest outstanding)                                              $11.19
                       Maximum offering price per share (net asset value plus sales charge of 4.75%
                       of offering price)                                                                                    $11.75

                       Class B Shares:
                       Net asset value, redemption price and offering price per share (based on net assets
                       of $9,483,979 and 847,844 shares of beneficial interest outstanding)                                  $11.19
</TABLE>
                       See accompanying Notes to Financial Statements.


                       9 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   10




                       STATEMENT OF OPERATIONS For The Year Ended December 31,
                       1994
<TABLE>

<S>                    <C>                                                                                           <C>
INVESTMENT INCOME      Interest                                                                                      $4,653,517

EXPENSES               Management fees--Note 4                                                                          420,696


                       Distribution and service plan fees:
                       Class A--Note 4                                                                                   92,871
                       Class B--Note 4                                                                                   65,901

                       Transfer and shareholder servicing agent fees--Note 4                                             77,912

                       Legal and auditing fees                                                                           22,432

                       Shareholder reports                                                                               18,183

                       Trustees' fees and expenses                                                                       14,321

                       Custodian fees and expenses                                                                        1,442

                       Registration and filing fees:
                       Class A                                                                                            1,132
                       Class B                                                                                            1,585

                       Other                                                                                             29,915
                                                                                                                    -----------
                       Total expenses                                                                                   746,390

NET INVESTMENT INCOME (LOSS)                                                                                          3,907,127

REALIZED AND           Net realized gain (loss) on investments                                                       (1,065,903)
UNREALIZED             Net change in unrealized appreciation or depreciation on investments                          (8,445,048)
GAIN (LOSS)                                                                                                         -----------
ON INVESTMENTS         Net realized and unrealized gain (loss) on investments                                        (9,510,951)


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                                     $(5,603,824)
                                                                                                                    ===========
</TABLE>

See accompanying Notes to Financial Statements.


10  Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   11

                       STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                                   YEAR ENDED DECEMBER 31,
                                                                                                   1994                 1993
                                                                                                   --------------------------------
<S>                    <C>                                                                         <C>                  <C>
OPERATIONS             Net investment income (loss)                                                $ 3,907,127          $ 2,891,932
                       Net realized gain (loss) on investments                                      (1,065,903)             206,077
                       Net change in unrealized appreciation or depreciation on investments         (8,445,048)           3,029,967
                                                                                                   -----------          -----------
                       Net increase (decrease) in net assets resulting from operations              (5,603,824)           6,127,976

DIVIDENDS AND          Dividends from net investment income:
DISTRIBUTIONS TO       Class A ($.686 and $.702 per share, respectively)                            (3,639,305)          (2,800,212)
SHAREHOLDERS           Class B ($.594 and $.368 per share, respectively)                              (367,811)             (80,782)

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

BENEFICIAL INTEREST    Net increase (decrease) in net assets resulting from Class A
TRANSACTIONS           beneficial interest transactions--Note 2                                      4,897,535           28,394,854

                       Net increase (decrease) in net assets resulting from Class B
                       beneficial interest transactions--Note 2                                      4,838,266            5,516,888

NET ASSETS             Total increase (decrease)                                                       124,861           36,926,301

                       Beginning of period                                                          70,216,252           33,289,951
                                                                                                   -----------          -----------
                       End of period [including undistributed (overdistributed)
                       net investment income of $(62,280) and $96,255, respectively]               $70,341,113          $70,216,252
                                                                                                   ===========          ===========

</TABLE>

                       See accompanying Notes to Financial Statements.


11  Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   12



                                                 FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

                                                 CLASS A
                                                 -----------------------------------------------------------
                                                 YEAR ENDED
                                                 DECEMBER 31,
                                                 1994              1993             1992              1991
                                                 ----              ----             ----              ----
<S>                                              <C>               <C>              <C>               <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period             $12.85            $12.05           $11.93            $11.43

Income (loss) from investment operations:
Net investment income                               .67               .69              .76               .74
Net realized and unrealized gain
(loss) on investments                             (1.64)              .85              .17               .53
                                                 ------            ------           ------            ------

Total income (loss) from
investment operations                              (.97)             1.54              .93              1.27

Dividends and distributions to shareholders:
Dividends from net investment income               (.69)             (.70)            (.73)             (.73)
Distributions from net realized gain
on investments                                       --              (.04)            (.08)             (.04)
                                                 ------            ------           ------            ------
Total dividends and distributions
to shareholders                                    (.69)             (.74)            (.81)             (.77)

Net asset value, end of period                   $11.19            $12.85           $12.05            $11.93
                                                 ======            ======           ======            ======

TOTAL RETURN, AT NET ASSET VALUE(3)               (7.68)%           13.12%            8.04%            11.49%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                  $60,857           $64,640          $33,290           $13,791

Average net assets (in thousands)               $62,786           $50,974          $21,936           $10,717

Number of shares outstanding
at end of period (in thousands)                   5,440             5,031            2,764             1,156

Ratios to average net assets:
Net investment income                              5.65%             5.52%            6.36%             6.30%
Expenses, before voluntary
assumption by the Manager
or Distributor                                      .98%             1.06%            1.39%             1.29%
Expenses, net of voluntary
assumption by the Manager
or Distributor                                      N/A               .99%            1.06%              N/A

Portfolio turnover rate(5)                         37.0%             14.6%            29.9%             15.5%
</TABLE>

<TABLE>
<CAPTION>


                                                                                      CLASS B
                                                                                      -----------------------------
                                                                                      YEAR ENDED       PERIOD ENDED
                                                                                      DECEMBER 31,     DECEMBER 31,
                                                   1990             1989(2)           1994             1993(1)
                                                   ----             ------            ----             ------
<S>                                                <C>              <C>               <C>              <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of period               $11.58           $11.43            $12.84           $12.44

Income (loss) from investment operations:
Net investment income                                 .81              .18               .59              .36
Net realized and unrealized gain
(loss) on investments                                (.15)             .15             (1.65)             .45
                                                   ------           ------            ------           ------
Total income (loss) from
investment operations                                 .66              .33             (1.06)             .81

Dividends and distributions to shareholders:
Dividends from net investment income                 (.81)            (.18)             (.59)            (.37)
Distributions from net realized gain
on investments                                         --               --                --             (.04)
                                                   ------           ------            ------           ------
Total dividends and distributions
to shareholders                                      (.81)            (.18)             (.59)            (.41)

Net asset value, end of period                     $11.43           $11.58            $11.19           $12.84
                                                   ======           ======            ======           ======

TOTAL RETURN, AT NET ASSET VALUE(3)                  6.00%            3.25%            (8.32)%           6.67%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(in thousands)                                     $8,406           $2,353            $9,484           $5,576

Average net assets (in thousands)                  $5,170           $1,231            $7,329           $2,770

Number of shares outstanding
at end of period (in thousands)                       735              203               848              434

Ratios to average net assets:
Net investment income                                7.06%            6.12%(4)          4.88%            4.26%(4)
Expenses, before voluntary
assumption by the Manager
or Distributor                                       1.77%            2.49%(4)          1.85%            1.88%(4)
Expenses, net of voluntary
assumption by the Manager
or Distributor                                        .59%             .91%(4)          1.75%            1.78%(4)

Portfolio turnover rate(5)                            5.3%             0.0%             37.0%            14.6%
</TABLE>


                       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, 1994 were $36,612,834 and
                       $25,522,759, respectively.

                       See accompanying Notes to Financial Statements.


                       12 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   13
     
 
                       NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT         Oppenheimer Pennsylvania Tax-Exempt Fund (the Fund) is a
   ACCOUNTING          separate series of Oppenheimer Multi-State Tax-Exempt
   POLICIES            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 and/or service 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. Listed and
                       unlisted securities for which such information is
                       regularly reported are valued at the last sale price of
                       the day or, in the absence of sales, at values based on
                       the closing bid or asked price or the last sale price on
                       the prior 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 using dealer-supplied valuations provided the
                       Manager is satisfied that the firm rendering the quotes
                       is reliable and that the quotes reflect current market
                       value, or under consistently applied procedures
                       established by the Board of Trustees to determine fair
                       value in good faith. 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.

                       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. At December 31, 1994, the Fund
                       had available for federal income tax purposes an unused
                       capital loss carryover of approximately $842,000 which
                       will expire in 2002.

                       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, 1994, the Fund's projected
                       benefit obligations were reduced by $14,071, resulting in
                       an accumulated liability of $14,673 at December 31, 1994.
                       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 day the New York
                       Stock Exchange is open for business and pay such
                       dividends monthly. Distributions from net realized gains
                       on investments, if any, will be declared at least once
                       each year.



                       13 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   14



                       NOTES TO FINANCIAL STATEMENTS (Continued)


1. SIGNIFICANT         CHANGE IN ACCOUNTING CLASSIFICATION OF DISTRIBUTIONS TO
   ACCOUNTING          SHAREHOLDERS. Net investment income (loss) and net
   POLICIES            realized gain (loss) may differ for financial statement
   (CONTINUED)         and tax purposes primarily because of premium
                       amortization. The character of the distributions made
                       during the year from net investment income or net
                       realized gains may differ from their ultimate
                       characterization for federal income tax purposes. Also,
                       due to timing of dividend distributions, the fiscal year
                       in which amounts are distributed may differ from the year
                       that the income or realized gain (loss) was recorded by
                       the Fund. Effective January 1, 1994, the Fund adopted
                       Statement of Position 93-2: Determination, Disclosure,
                       and Financial Statement Presentation of Income, Capital
                       Gain, and Return of Capital Distributions by Investment
                       Companies. As a result, the Fund changed the
                       classification of distributions to shareholders to better
                       disclose the differences between financial statement
                       amounts and distributions determined in accordance with
                       income tax regulations. Accordingly, subsequent to
                       December 31, 1993, amounts have been reclassified to
                       reflect a decrease in paid-in capital of $22,700, a
                       decrease in undistributed net investment income of
                       $21,143 and a decrease in accumulated net realized loss
                       on investments of $43,843. During the year ended December
                       31, 1994, in accordance with Statement of Position 93-2,
                       undistributed net investment loss was increased by
                       $37,403 and accumulated net realized loss on investments
                       was decreased by the same amount.

                       OTHER. Investment transactions are accounted for on the
                       date the investments are purchased or sold (trade date).
                       Original issue 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. For bonds acquired after
                       April 30, 1993, accrued market discount is recognized at
                       maturity or disposition as taxable ordinary income.
                       Taxable ordinary income is realized to the extent of the
                       lesser of gain or accrued market discount.


2. SHARES OF           The Fund has authorized an unlimited number of no par
   BENEFICIAL          value shares of beneficial interest of each class.
   INTEREST            Transactions in shares of beneficial interest were as
                       follows:

<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31, 1994    YEAR ENDED DECEMBER 31, 1993(1)
                                                                     ----------------------------    -------------------------------
                                                                     SHARES         AMOUNT           SHARES          AMOUNT
                                                                     ------         ------           ------          ------
                       <S>                                           <C>            <C>              <C>             <C>
                       Class A:
                       Sold                                           1,479,731     $17,605,222      2,598,125       $32,598,970
                       Dividends and distributions reinvested           200,372       2,359,317        156,253         1,972,297
                       Redeemed                                      (1,270,347)    (15,067,004)      (487,470)       (6,176,413)
                                                                     ----------     -----------      ---------       ----------- 
                       Net increase                                     409,756     $ 4,897,535      2,266,908       $28,394,854
                                                                     ==========     ===========      =========       ===========
                       Class B:
                       Sold                                             442,928     $ 5,204,609        441,757       $ 5,613,333
                       Dividends and distributions reinvested            19,685         230,132          4,737            60,779
                       Redeemed                                         (48,897)       (596,475)       (12,366)         (157,224)
                                                                     ----------     -----------      ---------       ----------- 
                       Net increase                                     413,716     $ 4,838,266        434,128       $ 5,516,888
                                                                     ==========     ===========      =========       ===========
</TABLE>

                       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.


                       14 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   15


3. UNREALIZED          At December 31, 1994, net unrealized depreciation on
   GAINS AND           investments of $4,697,845 was composed of gross
   LOSSES ON           appreciation of $243,742, and gross depreciation of
   INVESTMENTS         $4,941,587.


4. MANAGEMENT FEES     Management fees paid to the Manager were in accordance
   AND OTHER           with the investment advisory agreement with the Fund
   TRANSACTIONS        which provides for an annual fee of .60% on the first
   WITH AFFILIATES     $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.

                             For the year ended December 31, 1994, commissions
                       (sales charges paid by investors) on sales of Class A
                       shares totaled $470,999, of which $125,278 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, 1994, OFDI received contingent deferred
                       sales charges of $7,854 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, each class may
                       expend up to .15% of its Class A and .25% (voluntarily
                       reduced to .15% by the Fund's Board) of its Class B net
                       assets annually to reimburse OFDI for costs incurred in
                       connection with the personal service and maintenance of
                       accounts that hold 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, the Board of Trustees may allow the Fund to
                       continue payment of the asset-based charge to OFDI for
                       distribution expenses incurred on Class B shares sold
                       prior to termination or discontinuance of the plan.
                       During the year ended December 31, 1994, OFDI paid $7,608
                       and $385, respectively, to an affiliated broker/dealer as
                       reimbursement for Class A and Class B personal service
                       and maintenance expenses and retained $63,420 as
                       reimbursement for Class B sales commissions and service
                       fee advances, as well as financing costs.


                       15 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   16


                       INDEPENDENT AUDITORS' REPORT

                       The Board of Trustees and Shareholders of Oppenheimer
                       Multi-State Tax-Exempt Trust:

                       We have audited the accompanying statements of
                       investments and assets and liabilities of Oppenheimer
                       Pennsylvania Tax-Exempt Fund (a series of Oppenheimer
                       Multi-State Tax-Exempt Trust) as of December 31, 1994,
                       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 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. Our procedures included 
                       confirmation of securities owned as of December 31, 1994,
                       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, 1994, 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 September 18,
                       1989 (commencement of operations) to December 31, 1989,
                       in conformity with generally accepted accounting 
                       principles.

                       KPMG PEAT MARWICK LLP

                       Denver, Colorado
                       January 23, 1995


                       16 Oppenheimer Pennsylvania Tax-Exempt Fund

<PAGE>   17


                       FEDERAL INCOME TAX INFORMATION (Unaudited)

                       In early 1995, shareholders will receive information
                       regarding all dividends and distributions paid to them by
                       the Fund during calendar year 1994. Regulations of the
                       U.S. Treasury Department require the Fund to report this
                       information to the Internal Revenue Service.

                             None of the dividends paid by the Fund during the
                       fiscal year ended December 31, 1994 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 Pennsylvania Tax-Exempt Fund
<PAGE>   18


                       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
                       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
                       Robert J. Bishop, Assistant Treasurer
                       Scott Farrar, Assistant Treasurer
                       Andrew J. Donohue, Secretary
                       Robert G. Zack, Assistant Secretary

INVESTMENT ADVISOR     Oppenheimer Management Corporation

DISTRIBUTOR            Oppenheimer Funds Distributor, Inc.

TRANSFER AND           Oppenheimer Shareholder Services
SHAREHOLDER
SERVICING AGENT

CUSTODIAN OF           Citibank, N.A.
PORTFOLIO SECURITIES

INDEPENDENT AUDITORS   KPMG Peat Marwick LLP

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.

                       18 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   19

                      OPPENHEIMERFUNDS FAMILY

                      OppenheimerFunds offers over 35 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 1.8 million shareholder accounts
                      and more than $29 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>
STOCK FUNDS           Discovery Fund                          Global Fund
                      Global Emerging Growth Fund(2)          Oppenheimer Fund
                      Time Fund                               Value Stock Fund
                      Target Fund                             Gold & Special Minerals Fund
                      Growth Fund(3)

STOCK & 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
                      Strategic Income Fund                   U.S. Government Trust
                      Strategic Diversified Income Fund       Limited-Term Government Fund
                      Strategic Investment Grade Bond Fund

TAX-EXEMPT FUNDS      New York Tax-Exempt Fund(4)             New Jersey Tax-Exempt Fund(4)
                      California Tax-Exempt Fund(4)           Tax-Free Bond Fund
                      Pennsylvania Tax-Exempt Fund(4)         Insured Tax-Exempt Bond Fund
                      Florida Tax-Exempt Fund(4)              Intermediate Tax-Exempt Bond Fund

MONEY MARKET FUNDS    Money Market Fund                       Cash Reserves
</TABLE>

                      1. The fee is waived for PhoneLink exchanges between
                      existing accounts. Exchange privileges are subject to
                      change or termination.

                      2. Formerly Global Bio-Tech Fund and Global Environment
                      Fund.

                      3. Formerly Special Fund.

                      4. Available only to residents of those states.

                      OppenheimerFunds are distributed by Oppenheimer Funds
                      Distributor, Inc., Two World Trade Center, New York,
                      NY 10048-0203.

                      (C) Copyright 1995 Oppenheimer Management Corporation. All
                      rights reserved.

                      19 Oppenheimer Pennsylvania Tax-Exempt Fund
<PAGE>   20

"How may I help you?"

As an OppenheimerFunds shareholder, some special privileges are available to
you. Whether it's automatic investment plans, informative newsletters and
hotlines, or ready account access, you can benefit from services designed to
make investing simple.

      And when you need help, our Customer Service Representatives are only a
toll-free phone call away. They can provide information about your account and
handle administrative requests. You can reach them at our General Information
number.

      When you want to make a transaction, you can do it easily by calling our
toll-free Telephone Transactions number. And, by enrolling in AccountLink, a
convenient service that "links" your OppenheimerFunds accounts and your bank
checking or savings account, you can use the Telephone Transactions number to
make investments.

      For added convenience, you can get auto-mated information with
OppenheimerFunds PhoneLink service, available 24 hours a day, 7 days a week.
PhoneLink gives you access to a variety of fund, account, and market
information. It also gives you the ability to make transactions using your
touch-tone phone. Of course, you can always speak with a Customer Service
Representative during business hours.

      You can count on us whenever you need assistance. That's why the
International Customer Service Association, an indepen-dent, non-profit
organization made up of over 3,200 customer service management professionals
from around the country, hon-ored the OppenheimerFunds' transfer agent,
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.

      So call us today--we're here to help.

[FIGURE NUMBER 8]
Photo of Jennifer Leonard

Jennifer Leonard, Customer Service Representative
Oppenheimer Shareholder Services


INFORMATION

GENERAL INFORMATION
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Saturday 10 a.m.-2 p.m. ET

1-800-525-7048

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Oppenheimer Funds Distributor, Inc.                       PAID
P.O. Box 5270                                             Permit No. 469
Denver, CO 80217-5270                                     Denver, CO







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