November 21, 1995
U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Strategic Short-Term Income Fund
Reg. No. 33-45178, File No. 811-6533
Final Rule 24f-2 Notice
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Strategic Short-Term Income Fund accompanied by an opinion of
counsel for the registration of additional shares of the above Fund. No
filing fee is payable.
The Fund reorganized into Oppenheimer Limited-Term Government Fund
on September 22, 1995, and this Notice is its final Notice under Rule 24f-
2.
Very truly yours,
/s/ Katherine P. Feld
--------------------------
Katherine P. Feld
(212) 323-0252
KPF/lb
Enclosures
cc (w/enclosures): Allan B. Adams, Esq.
Mr. Robert Bishop
Ms. Gloria LaFond
SEC/295.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Strategic Short-Term Income Fund
Two World Trade Center, New York, New York 10048-0203
(Registration No. 33-45178, File No. 811-6533)
NOTICE IS HEREBY GIVEN that Oppenheimer Strategic Short-Term Income
Fund having previously filed by post-effective amendment of its
registration statement a declaration that an indefinite number of its
securities were being registered pursuant to Rule 24f-2 of the Investment
Company Act of 1940, now elects to terminate such indefinite registration.
(i) This Notice is being filed for the fiscal period ended October
1, 1994 through September 22, 1995.
(ii) No shares which had been registered other than pursuant to
this Rule remained unsold at the beginning of the above fiscal
year.
(iii) No shares were registered other than pursuant to this Rule
during the above fiscal year.
(iv) The number of shares sold during the above fiscal period was
as follows: (1)
Class A 1,208,538
Class B 717,397
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 1,208,538
Class B 717,397
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 20th day of November, 1995.
Oppenheimer Strategic Short-Term Income Fund
By _____________________________________
Andrew J. Donohue, Secretary
- --------------------
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940 as follows:
<TABLE>
<CAPTION>
Value Value
Shares Sold Shares Redeemed Net Filing Fee
<S> <C> <C> <C> <C>
Class A $5,583,446 $(34,835,049) (29,251,603) $ 0
Class B $3,307,200 $(11,354,550) ( 8,047,350) $ 0
</TABLE>
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
November 20, 1995
Oppenheimer Strategic Short-Term Income Fund
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A
and Class B shares of Oppenheimer Strategic Short-Term Income Fund, a
business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), as counsel for the Trust, we have examined
such records and documents and have made such further investigation and
examination as we deem necessary for the purposes of this opinion.
We are advised that during the fiscal period ended September 22,
1995, 1,208,538 shares of Class A shares of beneficial interest and
717,397 shares of Class B shares of beneficial interest in the Trust were
sold in reliance on the registration of an indefinite number of shares
pursuant to Rule 24f-2 of the Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest sold
by the Trust in reliance on Rule 24f-2 of the Investment Company Act of
1940 are legally issued and, subject to the matters mentioned in the next
paragraph, fully paid and non-assessable by the Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall, upon request, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any
judgment thereon.
Very truly yours,
/s/ Allan B. Adams
____________________
Allan B. Adams
of MYER, SWANSON, ADAMS & WOLF, P.C.
