Katherine P. Feld [logo] OppenheimerFunds
Vice President & Oppenheimer Management Corporation
Associate Counsel Two World Trade Center
New York, NY 10048-0203
212 323-0200 Fax 212 323-0558
November 30, 1995
VIA EDGAR
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Strategic Income & Growth Fund
Reg. No. 33-47378, File No. 811-6639
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule 24f-2
of the Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Strategic Income & Growth Fund accompanied by an opinion of
counsel for the registration of additional shares of Fund.
A total filing fee of $506 ($0 for Class A shares and $506 for Class
B shares of the Fund), calculated at the rate of 1/29 of 1% of the value
of shares of that class sold in excess of the shares of that class
redeemed for the fiscal year ended September 30, 1995, was wired to the
SEC's account at Mellon Bank on November 28, 1995 (Fed Wire No. 6235) and
referenced this filing. The Fund has previously registered an indefinite
number of shares pursuant to Rule 24f-2.
The purpose of the Notice was to make definite the registration of
1,075,489 Class A shares and 1,180,146 Class B shares of the Fund in
reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Allan B. Adams, Esq.
Robert Bishop
Gloria LaFond
SEC/275.C
<PAGE>
Rule 24f-2 Notice for Oppenheimer Strategic Income & Growth Fund
3410 S. Galena Street, Denver, Colorado 80231
(Registration No. 33-47378, File No. 811-6639)
NOTICE IS HEREBY GIVEN that Oppenheimer Strategic Income & Growth Fund
having previously filed in its registration statement a declaration that
an indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended September
30, 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) 2,423,573 Class A shares were registered other than pursuant
to this Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows(1):
Class 1,075,489
Class B 1,180,146
(v) Shares sold during the above fiscal year in reliance upon
registration pursuant to this Rule were as follows:
Class A 1,075,489
Class B 1,180,146
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 29th day of November, 1995.
Oppenheimer Strategic Income & Growth Fund
By: /s/ Andrew J. Dononhue
-------------------------------------
Andrew J. Donohue, Vice President
- - - ---------------------
(1)The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
Value of
Value of Shares Filing
Shares Sold Redeemed Net Fee
Class A $5,529,790 $(12,855,893) $(7,326,103) $ 0
Class B $5,932,623 $( 4,464,871) $ 1,467,752 $506
Class A shares redeemed in excess of shares sold for the fiscal year ended
9/30/95 to be re-registered total 1,492,329.
SEC/2751
<PAGE>
Myer, Swanson & Adams, P.C.
Attorneys At Law
The Colorado State Bank Building
Rendle Myer 1600 Broadway - Suite 1850 of counsel
Allan B. Adams Denver, Colorado 80202-4918 Robert Swanson
Robert K. Swanson Telephone (303) 866-9800 ----
Thomas J. Wolf* Facsimile (303) 866-9818 Fredd E. Neef
*Board Certified Civil (1910-1986)
Trial Advocate by the
National Board of Trial
Advocacy
---
Kevin M. Brady
November 28, 1995
Oppenheimer Strategic Income & Growth 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 the Oppenheimer Strategic Income & Growth 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 30, 1995,
1,075,489 Class A shares of beneficial interest and 1,180,146 Class B
shares of beneficial interest of the Trust were sold in reliance on the
registration of an indefinite number of shares pursuant to Rule 24f-2 of
the Investment Company Act of 1940.
It is our opinion that the said shares of beneficial interest of each
class of the Trust sold in reliance on Rule 24f-2 of the Investment
Company Act of 1940 are legally issued and, subject to the matters
mentioned in the next paragraph, fully paid and nonassessable by the
Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the Trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim made
against any shareholder for any act or obligation of the Trust and satisfy
any judgment thereon.
Sincerely,
MYER, SWANSON & ADAMS, P.C.
By /s/ Allan B. Adams
----------------------
Allan B. Adams
