OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST SER 1
485BPOS, 1995-12-28
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                                                File No. 33-54849



               SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549-1004
                                
                         POST-EFFECTIVE
                         AMENDMENT NO. 1
                                
                               TO
                                
                            FORM S-6

For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2

 OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
                      (Exact Name of Trust)
                                
                      NIKE SECURITIES L.P.
                    (Exact Name of Depositor)
                                
                      1001 Warrenville Road
                     Lisle, Illinois  60532
                                
  (Complete address of Depositor's principal executive offices)
                                

          NIKE SECURITIES L.P.     CHAPMAN AND CUTLER
          Attn:  James A. Bowen    Attn:  Eric F. Fess
          1001 Warrenville Road    111 West Monroe Street
          Lisle, Illinois  60532   Chicago, Illinois  60603

        (Name and complete address of agents for service)
                                
It is proposed that this filing will become effective (check
appropriate box)

:    :  immediately upon filing pursuant to paragraph (b)
:  x :  December 29, 1995
:    :  60 days after filing pursuant to paragraph (a)
:    :  on (date) pursuant to paragraph (a) of rule (485 or 486)

Pursuant to Rule 24f-2 under the Investment Company Act of  1940,
the issuer has registered an indefinite amount of securities.   A
24f-2 Notice for the offering was last filed on October 24, 1995.



<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
                                977,846 Units


PROSPECTUS
Part One
Dated December 20, 1995

Note: Part One of this Prospectus may not be distributed unless accompanied by
      Part Two.

The Trust

The Oppenheimer Global Growth & Treasury Securities Trust (the "Trust") is a
unit investment trust consisting of a portfolio of "zero coupon" U.S. Treasury
bonds (Treasury Obligations) and shares of Oppenheimer Global Fund, Inc.
("Oppenheimer").  Oppenheimer is an open-end diversified management investment
company, commonly known as a mutual fund.  At November 16, 1995, each Unit
represented a 1/977,846 undivided interest in the principal and net income of
the Trust (see "The Trust" in Part Two).

The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption.  The profit or loss
resulting from the sale of Units will accrue to the Sponsor.  No proceeds from
the sale of Units will be received by the Trust.

Public Offering Price

The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust divided by the number of Units
outstanding, plus a sales charge of 5.5% of the Public Offering Price (5.820%
of the amount invested).  At November 16, 1995, the Public Offering Price per
Unit was $10.7421 (see "Public Offering" in Part Two).

      Please retain both parts of this Prospectus for future reference.
___________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
___________________________________________________________________________


                             NIKE SECURITIES L.P.
                                   Sponsor


<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1
           SUMMARY OF ESSENTIAL INFORMATION AS OF NOVEMBER 16, 1995
                       Sponsor:  Nike Securities L.P.
                       Evaluator:  FT Evaluators, L.P.
          Trustee:  The Chase Manhattan Bank (National Association)


<TABLE>
<CAPTION>
GENERAL INFORMATION

<S>                                                                <C>
Aggregate Maturity Value of Treasury Obligations in the Trust       $9,779,000
Aggregate Number of Shares of Oppenheimer in the Trust                 122,216
Number of Units                                                        977,846
Fractional Undivided Interest in the Trust per Unit                  1/977,846
Public Offering Price per Unit:
  Aggregate Value of Securities in the Portfolio                    $9,926,436
  Aggregate Value of Securities per Unit                              $10.1513
  Sales Charge 5.820% (5.5% of Public Offering Price)                   $.5908
  Public Offering Price per Unit                                      $10.7421
Redemption Price and Sponsor's Repurchase Price per
  Unit ($.5908 less than the Public Offering Price
  per Unit)                                                           $10.1513

</TABLE>
Date Trust Established                                      September 22, 1994
Mandatory Termination Date                                        May 15, 2005
Evaluator's Annual Fee:  $.0020 per $10 principal amount of Treasury
Obligations outstanding.  Evaluations for purposes of sale, purchase or
redemption of Units are made as of the close of trading (4:00 p.m. Eastern
time) on the New York Stock Exchange on each day on which it is open.
Supervisory fee payable to an affiliate             Maximum of $.0015 per Unit
  of the Sponsor                                          outstanding annually
Bookkeeping and administrative expenses payable     Maximum of $.0010 per Unit
  to the Sponsor                                          outstanding annually
Trustee's Annual Fee:  $.009 per Unit outstanding.
Record Date:  As soon as practicable after Oppenheimer's ex-dividend date.
Distribution Date: As soon as practicable after Oppenheimer's distribution
date.

<PAGE>




















                     THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>






                        REPORT OF INDEPENDENT AUDITORS


The Unit Holders of Oppenheimer Global
Growth & Treasury Securities Trust, Series 1

We have audited the accompanying statement of assets and liabilities,
including the portfolio, of Oppenheimer Global Growth & Treasury Securities
Trust, Series 1 as of August 31, 1995, and the related statements of
operations and changes in net assets for the period from the Initial Date of
Deposit, September 22, 1994, to August 31, 1995.  These financial statements
are the responsibility of the Trust's Sponsor.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit 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 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 August 31, 1995, by
correspondence with the Trustee.  An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oppenheimer Global Growth &
Treasury Securities Trust, Series 1 at August 31, 1995, and the results of its
operations and changes in its net assets for the period from the Initial Date
of Deposit, September 22, 1994, to August 31, 1995, in conformity with
generally accepted accounting principles.



                                                             ERNST & YOUNG LLP
Chicago, Illinois
November 10, 1995

<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                     STATEMENT OF ASSETS AND LIABILITIES

                               August 31, 1995


<TABLE>
<CAPTION>
                                    ASSETS

<S>                                                               <C>

Securities, at market value (cost, including
  accretion on the treasury obligations,
  $9,137,546)(Note 1)                                             $9,724,913
Cash                                                                     142
                                                                 ___________
                                                                   9,725,055
</TABLE>
<TABLE>
<CAPTION>
                          LIABILITIES AND NET ASSETS

<S>                                                <C>           <C>
Accrued liabilities                                                    6,245
                                                                 ___________

Net assets, applicable to 985,000 outstanding
    units of fractional undivided interest:
  Cost of Trust assets, including accretion
    on the treasury obligations  (Note 1)            $9,137,546
  Net unrealized appreciation (Note 2)                  587,367
  Distributable funds (deficit)                         (6,103)
                                                    ___________
                                                                  $9,718,810
                                                                 ===========

Net asset value per unit                                             $9.8668
                                                                 ===========

</TABLE>
[FN]

               See accompanying notes to financial statements.


<PAGE>
           OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                                      PORTFOLIO

                                   August 31, 1995

<TABLE>
<CAPTION>
    Maturity                                                         Market
     value          Name of Issuer and Title of Security (1)         value

 <C>               <S>                                            <C>
                    Zero Coupon U.S. Treasury bonds
  $9,850,000          maturing May 15, 2005                         $5,285,025
  ==========
</TABLE>

<TABLE>
<CAPTION>
     Shares

 <C>                <S>                                           <C>
     123,125        Oppenheimer Global Fund                          4,439,888
  ==========                                                        __________

                    Total investments                               $9,724,913
                                                                    ==========
</TABLE>

(1)   The treasury obligations have been purchased at a discount from their
      par value because there is no stated interest income thereon.  Over the
      life of the treasury obligations the value increases, so that upon
      maturity the holders will receive 100% of the principal amount thereof.
[FN]

                  See accompanying notes to financial statements.


<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                           STATEMENT OF OPERATIONS

                  Period from the Initial Date of Deposit,
                    September 22, 1994, to August 31, 1995


<TABLE>
<S>                                                             <C>
Interest income                                                     $239,515

Dividends:
  Ordinary income                                                     62,434
  Capital gain                                                       211,097
                                                                  __________
Total investment income                                              513,046

Expenses:
  Trustee's fees and related expenses                                (8,776)
  Evaluator's fees                                                   (1,296)
  Supervisory fees                                                   (1,044)
  Administrative fees                                                  (726)
                                                                  __________
Total expenses                                                      (11,842)
                                                                  __________
      Investment income - net                                        501,204

Net gain (loss) on investments:
  Net realized gain (loss)                                                 -
  Change in unrealized appreciation
    or depreciation                                                  587,367
                                                                  __________
                                                                     587,367
                                                                  __________
Net increase (decrease) in net
  assets resulting from operations                                $1,088,571
                                                                  ==========

</TABLE>
[FN]

               See accompanying notes to financial statements.


<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                      STATEMENT OF CHANGES IN NET ASSETS

                  Period from the Initial Date of Deposit,
                    September 22, 1994, to August 31, 1995



<TABLE>
<S>                                                               <C>
Net increase (decrease) in net assets
    resulting from operations:
  Investment income - net                                           $501,204
  Net realized gain (loss)
    on investments                                                         -
  Change in unrealized appreciation
    or depreciation on investments                                   587,367
                                                                  __________
                                                                   1,088,571

Units issued (935,000)                                             8,440,156

Distributions to unit holders:
  Investment income - net                                          (267,792)
                                                                  __________

Total increase (decrease) in net
    assets                                                         9,260,935

Net assets:
  At the beginning of the period                                     457,875
                                                                  __________

  At the end of the period (including
    distributable funds (deficit)
    applicable to Trust units of $(6,103))                        $9,718,810
                                                                  ==========
Trust units outstanding at the end
    of the period                                                    985,000

</TABLE>
[FN]

               See accompanying notes to financial statements.


<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                        NOTES TO FINANCIAL STATEMENTS


1.  Significant accounting policies

Security valuation -

The treasury obligations are stated at values as determined by FT Evaluators
L.P., an affiliate of the Sponsor.  The values are based on (1) current bid
prices for the securities obtained from dealers or brokers who customarily
deal in securities comparable to those held by the Trust, (2) current bid
prices for comparable securities, (3) appraisal or (4) any combination of the
above.

Shares of Oppenheimer Global Fund (Oppenheimer) are stated at Oppenheimer's
published net asset value as reported by the Evaluator.  Net asset value is
determined by dividing the value of Oppenheimer's securities plus any cash and
other assets (including accrued interest and dividends receivable) less all
liabilities (including accrued expenses) by the number of shares outstanding,
adjusted to the nearest whole cent.

Investment income -

Dividends from the Oppenheimer shares are recorded on Oppenheimer's ex-
dividend date.  Interest income consists of amortization of original issue
discount and market discount or premium on the treasury obligations.  Such
amortization is included in the cost of the treasury obligations rather than
in distributable funds because it is not currently available for distribution
to unit holders.

Security cost -

Cost of the Trust's treasury obligations is based on the offering price of the
treasury obligations on the dates the treasury obligations were deposited in
the Trust, plus amortization of original issue discount and amortization of
market discount or premium.  Cost of the Oppenheimer shares is based on the
net asset value of such shares on the dates the shares were deposited in the
Trust.  The cost of securities sold is determined on the average cost method.
Sales of securities are recorded on the trade date.

Federal income taxes -

The Trust is not taxable for Federal income tax purposes.  Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.

Expenses of the Trust -

The Trust pays a fee for Trustee services to United States Trust Company of
New York, which is based on $.009 per annum per unit outstanding based on the
largest aggregate number of units outstanding during the calendar year.
Effective September 1, 1995, The Chase Manhattan Bank (National Association)
will succeed United States Trust Company of New York as Trustee; the Trustee
fees will not be affected by the change.  The Evaluator receives an annual fee
based on $0.002 per $10.00 principal amount of treasury obligations
outstanding.  Additionally, the Trust pays recurring financial reporting
costs, an annual supervisory fee payable to an affiliate of the Sponsor and an
annual administrative fee payable to the Sponsor.


<PAGE>
2.  Unrealized appreciation and depreciation

An analysis of net unrealized appreciation at August 31, 1995 follows:

<TABLE>
<CAPTION>
                                       Treasury    Oppenheimer
                                     obligations      shares       Total

          <S>                          <C>          <C>           <C>
          Unrealized appreciation       $536,923      50,444        587,367
          Unrealized depreciation              -           -              -
                                        ___________________________________

                                        $536,923      50,444        587,367
                                        ===================================
</TABLE>

3.  Other information

Cost to investors -

The cost to initial investors of units of the Trust was based on the aggregate
offering price of the treasury obligations and the net asset value of the
Oppenheimer shares on the date of an investor's purchase, plus a sales charge
of 5.5% of the public offering price which is equivalent to approximately
5.820% of the net amount invested.

Distributions to unit holders -

Distributions to unit holders are made as soon as practicable after
Oppenheimer's distribution date.  During the period ended August 31, 1995, the
Trust made distributions totaling $.4463 as described below.


<PAGE>
Selected data per unit of the Trust outstanding
  throughout the period -

<TABLE>
<CAPTION>
                                                        Period from the
                                                      Initial Date of Deposit
                                                      Sept. 22, 1994, to
                                                         Aug. 31, 1995

<S>                                                          <C>
Investment income - interest and dividends                     $.7097
Expenses                                                       (.0164)

                                                              _______
    Investment income - net                                     .6933

Distributions to unit holders:
  Investment income - net                                      (.4463)

Net gain (loss) on investments                                  .4623

                                                              _______
    Total increase (decrease) in net assets                     .7093

Net assets:
  Beginning of the period                                      9.1575
                                                              _______

  End of the period                                           $9.8668
                                                              =======
</TABLE>

Investment income - interest and dividends, expenses and investment income -
net per unit have been calculated based on the weighted average number of
units outstanding during the period (772,892 units).  Distributions to unit
holders of investment income - net per unit reflects the Trust's cash
distributions of approximately $.4463 per unit to 600,000 units on December
22, 1994.  The net gain (loss) on investments per unit includes the effects of
changes arising from issuance of 935,000 additional units during the period at
net asset values which differed from the net asset value per unit of the
original 50,000 units ($9.1575 per unit) on September 22, 1994.


<PAGE>
       OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST, SERIES 1

                                   PART ONE
                       Must be Accompanied by Part Two

                             ___________________
                             P R O S P E C T U S
                             ___________________

                  SPONSOR:          Nike Securities L.P.
                                    1001 Warrenville Road
                                    Lisle, Illinois  60532
                                    (800) 621-1675

                  TRUSTEE:          The Chase Manhattan Bank
                                    (National Association)
                                    770 Broadway
                                    New York, New York  10003

                  LEGAL COUNSEL     Chapman and Cutler
                  TO SPONSOR:       111 West Monroe Street
                                    Chicago, Illinois  60603

                  LEGAL COUNSEL     Carter, Ledyard & Milburn
                  TO TRUSTEE:       2 Wall Street
                                    New York, New York  10005

                  INDEPENDENT       Ernst & Young, LLP
                  AUDITORS:         Sears Tower
                                    233 South Wacker Drive
                                    Chicago, Illinois  60606

This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, securities in any jurisdiction to any person to whom it is not
lawful to make such offer in such jurisdiction.

This Prospectus does not contain all the information set forth in the
registration statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.



      Oppenheimer Global Growth & Treasury Securities Trust


PROSPECTUS                          NOTE: THIS PART TWO PROSPECTUS MAY
Part Two                                    ONLY BE USED WITH PART ONE  
Dated December 29, 1995


The Trust. Oppenheimer Global Growth & Treasury Securities Trust 
(the "Trust") is a unit investment trust consisting of a portfolio 
of zero coupon U.S. Treasury bonds and shares of Oppenheimer Global 
Fund (the "Fund"). The Fund is an open-end, diversified management 
investment company, commonly known as a mutual fund.

The objective of the Trust is to protect Unit holders' capital 
by investing a portion of the Trust's portfolio in zero coupon 
U.S. Treasury bonds ("Treasury Obligations") and to provide for 
potential capital appreciation by investing a portion of the Trust's 
portfolio in shares of Oppenheimer Global Fund. Collectively the 
Treasury Obligations and the Fund shares are referred to herein 
as the "Securities." The Fund's investment objective is capital 
appreciation. Current income is not an objective. In seeking its 
objective, the Fund will invest a substantial portion of its invested 
assets in securities of foreign issuers, "growth-type" companies, 
cyclical industries and special situations which are considered 
to have appreciation possibilities. The Fund's techniques may 
be considered speculative investment methods and increase risks 
and costs to the Fund. See "What is Oppenheimer Global Fund?-Risk 
Factors." The Treasury Obligations evidence the right to receive 
a fixed payment at a future date from the U.S. Government and 
are backed by the full faith and credit of the U.S. Government. 
The guarantee of the U.S. Government does not apply to the market 
value of the Treasury Obligations or the Units of the Trust, whose 
net asset value will fluctuate and, prior to maturity, may be 
worth more or less than a purchaser's acquisition cost. This Trust 
is intended to achieve its objective over the life of the Trust 
and as such is best suited for those investors capable of holding 
Units to maturity. There is, of course, no guarantee that the 
objective of the Trust will be achieved. See "Portfolio."

The Trust has a mandatory termination date ("Mandatory Termination 
Date" or "Trust Ending Date") of May 15, 2005.

Each Unit of the Trust represents an undivided fractional interest 
in all the Securities deposited in the Trust. The Trust has been 
organized so that purchasers of Units should receive, at the termination 
of the Trust, an amount per Unit at least equal to $10.00 (which 
is equal to the per Unit value upon maturity of the Treasury Obligations), 
even if the Trust never paid a dividend and the value of the underlying 
Fund shares were to decrease to zero, which the Sponsor considers 
highly unlikely. This feature of the Trust provides Unit holders 
who purchase Units at a price of $10.00 or less per Unit with 
total principal protection, including any sales charges paid, 
although they might forego any earnings on the amount invested. 
To the extent that Units are purchased at a price less than $10.00 
per Unit, this feature may also provide a potential for capital 
appreciation. As a result of the volatile nature of the market 
for zero coupon U.S. Treasury bonds, Units sold or redeemed prior 
to maturity will fluctuate in price and the underlying Treasury 
Obligations may be valued at a price greater or less than their 
value as of the Initial Date of Deposit. UNIT HOLDERS DISPOSING 
OF THEIR UNITS PRIOR TO THE MATURITY OF THE TRUST MAY RECEIVE 
MORE OR LESS THAN $10.00 PER UNIT, DEPENDING ON MARKET CONDITIONS 
ON THE DATE UNITS ARE SOLD OR REDEEMED.

BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


Page 1


The Fund shares deposited in the Trust's portfolio have no fixed 
maturity date and the net asset value of the shares will fluctuate. 
The Portfolio, essential information based thereon and financial 
statements, including a report of independent auditors relating 
to the Trust offered hereby, are contained in Part One for the 
Trust to which reference should be made for such information.

Public Offering Price. The Public Offering Price per Unit of the 
Trust will be based upon a pro rata share of the bid prices of 
the Treasury Obligations and the net asset value of the Fund shares 
in the Trust plus or minus a pro rata share of cash, if any, in 
the Capital and Income Accounts of the Trust plus a maximum sales 
charge of 5.5% (equivalent to 5.82% of the net amount invested). 
The minimum purchase is $1,000. The sales charge is reduced on 
a graduated scale for sales involving at least 10,000 Units. See 
"How is the Public Offering Price Determined?"

Income and Capital Gains Distributions. Distributions of net income, 
if any, other than amortized discount, will be made at least annually. 
Distributions of realized capital gains, if any, received by the 
Trust, will be made whenever the Fund makes such a distribution. 
Any distribution of income and/or capital gains will be net of 
the expenses of the Trust. INCOME WITH RESPECT TO THE ACCRUAL 
OF ORIGINAL ISSUE DISCOUNT ON THE TREASURY OBLIGATIONS WILL NOT 
BE DISTRIBUTED CURRENTLY, ALTHOUGH UNIT HOLDERS WILL BE SUBJECT 
TO FEDERAL INCOME TAX AT ORDINARY INCOME RATES AS IF A DISTRIBUTION 
HAD OCCURRED. See "What is the Federal Tax Status of Unit Holders?" 
Additionally, upon termination of the Trust, the Trustee will 
distribute, upon surrender of Units for redemption, to each Unit 
holder his or her pro rata share of the Trust's assets, less expenses, 
in the manner set forth under "Rights of Unit Holders-How are 
Income and Capital Distributed?"

Reinvestment. Each Unit holder will, unless he or she elects to 
receive cash payments, have distributions of principal (including, 
if elected by Unit holders, the proceeds received upon the maturity 
of the Treasury Obligations in the Trust at termination) and income 
earned by the Trust, automatically invested in shares of the Fund 
(if Fund shares are registered in the Unit holder's state of residence) 
in the name of the Unit holder. Such distributions (including, 
if elected by Unit holders, the proceeds received upon the maturity 
of the Treasury Obligations in the Trust at termination) will 
be reinvested without a sales charge to the Unit Holder on each 
applicable distribution date. See "Rights of Unit Holders-How 
Can Distributions to Unit Holders be Reinvested?"

Market for Units. While under no obligation to do so, the Sponsor 
intends to maintain a market for Units of the Trust and offer 
to resell such Units at prices which are based on the aggregate 
bid side evaluation of the Treasury Obligations and the aggregate 
net asset value of the Fund shares in the Trust plus or minus 
a pro rata share of cash, if any, in the Capital and Income Accounts 
of the Trust plus a maximum sales charge of 5.5% (equivalent to 
5.82% of the net amount invested). In the absence of such a market, 
a Unit holder may redeem Units through redemption at prices based 
upon the aggregate bid price of the Treasury Obligations plus 
the aggregate net asset value of the Fund shares in the Trust 
plus or minus a pro rata share of cash, if any, in the Capital 
and Income Accounts of the Trust. See "Rights of Unit Holders-How 
May Units be Redeemed?"

Risk Factors. An investment in the Trust should be made with an 
understanding of the risks associated therewith, including, among 
other factors, the possible deterioration of either the Securities 
which make up the Trust or the general condition of the stock 
market, volatile interest rates, economic recession, currency 
exchange fluctuations, foreign withholding, and differences between 
domestic and foreign legal, auditing, brokerage and economic standards. 
The Trust is not actively managed and Securities will not be sold 
by the Trust to take advantage of market fluctuations or changes 
in anticipated rates of appreciation. See "What are the Fund's 
Investment Policies?-Risk Factors."


Page 2


      Oppenheimer Global Growth & Treasury Securities Trust

What is Oppenheimer Global Growth & Treasury Securities Trust?

The Oppenheimer Global Growth & Treasury Securities Trust is one 
of a series of investment companies created by the Sponsor under 
the name of Oppenheimer Global Growth & Treasury Securities Trust, 
all of which are generally similar but each of which is separate 
and is designated by a different series number (the "Trust"). 
This series was created under the laws of the State of New York 
pursuant to a Trust Agreement (the "Indenture"), dated the Initial 
Date of Deposit, with Nike Securities L.P., as Sponsor, The Chase 
Manhattan Bank (National Association), as Trustee, and First Trust 
Advisors L.P., as Portfolio Supervisor and FT Evaluators L.P. as Evaluator.

The objective of the Trust is to protect Unit holders' capital 
by investing a portion of the Trust's portfolio in zero coupon 
U.S. Treasury bonds ("Treasury Obligations") and to provide for 
potential capital appreciation by investing a portion of the Trust's 
portfolio in shares of Oppenheimer Global Fund (the "Fund"). The 
Fund is a mutual fund with the investment objective of capital 
appreciation. Current income is not an objective. In seeking its 
objective, the Fund will invest a substantial portion of its invested 
assets in securities of foreign issuers, "growth-type" companies, 
cyclical industries and special situations which are considered 
to have appreciation possibilities. The Fund's techniques may 
be considered speculative investment methods and increase risks 
and costs to the Fund. See "What is Oppenheimer Global Fund?-Risk 
Factors." In the Sponsor's opinion, the trend toward integration 
and interdependence of certain of the world's economies as well 
as the emergence of newly industrialized countries, with higher 
standards of living and increasing consumer demands has translated 
into more foreign investment opportunities. Foreign markets are 
assuming a dominant role in the world economy. Over the past twenty 
years, the major percentage of the world stock market capitalization 
has shifted dramatically from the United States to foreign markets, 
which now account for approximately 66% of the world's equities. 
Oppenheimer Funds international experts have identified nine significant 
global trends which they currently believe offer the most promising 
areas for long-term growth: Specialized Communications, Emerging 
Consumer Markets, Infrastructure Worldwide, Capital Market Development, 
Healthcare/Biotechnology, Energy Logistics, Corporate Restructuring, 
Efficiency-Enhancing Technologies, and Environment. The Treasury 
Obligations evidence the right to receive a fixed payment at a 
future date from the U.S. Government and are backed by the full 
faith and credit of the U.S. Government. The guarantee of the 
U.S. Government does not apply to the market value of the Treasury 
Obligations or the Units of the Trust, whose net asset value will 
fluctuate and, prior to maturity, may be more or less than a Unit 
holder's acquisition cost. Collectively, the Treasury Obligations 
and Fund shares in the Trust are referred to herein as the "Securities." 
There is, of course, no guarantee that the objective of the Trust 
will be achieved. The Trust has been organized so that purchasers 
of Units should receive, at the termination of the Trust, an amount 
per Unit at least equal to $10.00 per Unit (which is equal to 
the per Unit value upon maturity of the Treasury Obligations), 
even if the Fund shares never paid a dividend and the value of 
the Fund shares in the Trust were to decrease to zero, which the 
Sponsor considers highly unlikely. To the extent that Units of 
the Trust are redeemed, the aggregate value of the Securities 
in the Trust will be reduced and the undivided fractional interest 
represented by each outstanding Unit of the Trust will increase. 
See "How May Units be Redeemed?" The Trust has a Mandatory Termination 
Date as set forth in Part One of the Prospectus.

What are the Expenses and Charges?

At no cost to the Trust, the Sponsor has borne all the expenses 
of creating and establishing the Trust, including the cost of 
the initial preparation, printing and execution of the Indenture 
for the Units, legal and accounting expenses, expenses of the 
Trustee and other out-of-pocket expenses. With the exception of 
bookkeeping and other administrative services provided to the 
Trust, for which the Sponsor will be reimbursed in amounts as 
set forth in Part One, the Sponsor will not receive any fees in 
connection with its activities relating to the Trust. Such bookkeeping 
and administrative charges may be increased without approval


Page 3

of the Unit holders by amounts not exceeding proportionate increases 
under the category "All Services Less Rent of Shelter" in the 
Consumer Price Index published by the United States Department 
of Labor. The fees payable to the Sponsor for such services may 
exceed the actual costs of providing such services for the Fund, 
but at no time will the total amount received for such services 
rendered to unit investment trusts of which Nike Securities L.P. 
is the Sponsor in any calendar year exceed the actual cost to 
the Sponsor of supplying such services in such year. First Trust 
Advisors L.P., an affiliate of the Sponsor, will receive an annual 
supervisory fee, which is not to exceed the amount set forth in 
Part One for providing portfolio supervisory services for the 
Trust. Such fee is based on the number of Units outstanding in 
the Trust on January 1 of each year except during the year or 
years in which an initial offering period occurs in which case 
the fee for a month is based on the number of Units outstanding 
at the end of such month. The fee may exceed the actual costs 
of providing such supervisory services for the Trust, but at no 
time will the total amount received for portfolio supervisory 
services rendered to unit investment trusts of which Nike Securities 
L.P. is the Sponsor in any calendar year exceed the aggregate 
cost of First Trust Advisors L.P. of supplying such services in such year.

The Evaluator will receive a fee as indicated in Part One. No 
fee is paid to the Evaluator with respect to the Fund shares in 
the Trust. The Trustee pays certain expenses of the Trust for 
which it is reimbursed by the Trust. The Trustee will receive 
for its ordinary recurring services to the Trust and for all normal 
expenses of the Trustee incurred by or in connection with its 
responsibilities under the Indenture, an annual fee as set forth 
in Part One per annum per Unit in the Trust outstanding based 
upon the number of Units outstanding in the Trust on January 1 
of each year except during the year or years in which an initial 
offering period occurs in which case the fee for a month is based 
on the number of Units outstanding at the end of such month. For 
a discussion of the services performed by the Trustee pursuant 
to its obligations under the Indenture, reference is made to the 
material set forth under "Rights of Unit Holders." Rule 12b-1 
fees imposed on shares of the Fund held in the Trust, are rebated 
to the Trust, deposited in the Income Account and are used to 
pay expenses of the Trust.

The Trustee's and Evaluator's fees are payable from the Income 
Account of the Trust to the extent funds are available and then 
from the Capital Account of the Trust. Since the Trustee has the 
use of the funds being held in the Capital and Income Accounts 
for payment of expenses and redemptions and since such Accounts 
are non-interest bearing to Unit holders, the Trustee benefits 
thereby. Part of the Trustee's compensation for its services to 
the Trust is expected to result from the use of these funds. Both 
fees may be increased without approval of the Unit holders by 
amounts not exceeding proportionate increases under the category 
"All Services Less Rent of Shelter" in the Consumer Price Index 
published by the United States Department of Labor.

The following additional charges are or may be incurred by the 
Trust: all legal and annual auditing expenses of the Trustee incurred 
by or in connection with its responsibilities under the Indenture; 
the expenses and costs of any action undertaken by the Trustee 
to protect the Trust and the rights and interests of the Unit 
holders; fees of the Trustee for any extraordinary services performed 
under the Indenture; indemnification of the Trustee for any loss, 
liability or expense incurred by it without negligence, bad faith 
or willful misconduct on its part, arising out of or in connection 
with its acceptance or administration of the Trust; indemnification 
of the Sponsor for any loss, liability or expense incurred without 
gross negligence, bad faith or willful misconduct in acting as 
depositor of the Trust; all taxes and other government charges 
imposed upon the Securities or any part of the Trust (no such 
taxes or charges are being levied or made or, to the knowledge 
of the Sponsor, contemplated). The above expenses and the Trustee's 
annual fee, when paid or owing to the Trustee, are secured by 
a lien on the Trust. In addition, the Trustee is empowered to 
sell Securities in the Trust in order to make funds available 
to pay all these amounts if funds are not otherwise available 
in the Income and Capital Accounts of the Trust except that the 
Trustee shall not sell Treasury Obligations to pay Trust expenses. 
Since the Fund shares consist primarily of common stock and the 
income stream produced by dividends is unpredictable, the Sponsor 
cannot provide any assurance that dividends will be sufficient 
to meet any or all expenses of the Trust. As discussed above, 
if dividends are insufficient


Page 4

to cover expenses, it is likely that Fund shares will have to 
be sold to meet Trust expenses. These sales may result in capital 
gains or losses to Unit holders. See "What is the Federal Tax 
Status of Unit Holders?"

The Indenture requires the Trust to be audited on an annual basis 
at the expense of the Trust by independent auditors selected by 
the Sponsor. So long as the Sponsor is making a secondary market 
for the Units, the Sponsor is required to bear the cost of such 
annual audits to the extent such cost exceeds $0.005 per Unit. 
Unit holders of the Trust covered by an audit may obtain a copy 
of the audited financial statements upon request.

What is the Federal Tax Status of Unit Holders?

The following is a general discussion of certain of the Federal 
income tax consequences of the purchase, ownership and disposition 
of the Units. The summary is limited to investors who hold the 
Units as "capital assets" (generally, property held for investment) 
within the meaning of Section 1221 of the Internal Revenue Code 
of 1986, as amended (the "Code"). Unit holders should consult 
their tax advisers in determining the Federal, state, local and 
any other tax consequences of the purchase, ownership and disposition 
of Units in the Trust. 

In the opinion of Chapman and Cutler, counsel for the Sponsor, 
under existing law:

1.      The Trust is not an association taxable as a corporation for 
Federal income tax purposes; each Unit holder will be treated 
as the owner of a pro rata portion of each of the assets of the 
Trust under the Code; the income of the Trust will be treated 
as income of the Unit holders thereof under the Code; and each 
Unit holder will be considered to have received his or her pro 
rata share of income derived from each Trust asset when such income 
is received by the Trust.

2.      Each Unit holder will have a taxable event when the Trust 
disposes of a Security (whether by sale, exchange, liquidation, 
redemption, or payment at maturity) or upon the sale or redemption 
of Units by such Unit holder. The price a Unit holder pays for 
his or her Units is allocated among his or her pro rata portion 
of each Security held by the Trust (in proportion to the fair 
market values thereof on the date the Unit holder purchases his 
or her Units) in order to determine his or her tax basis for his 
or her pro rata portion of each Security held by the Trust. The 
Treasury Obligations held by the Trust are treated as stripped 
bonds and may be treated as bonds issued at an original issue 
discount as of the date a Unit holder purchases his or her Units. 
Because the Treasury Obligations represent interests in "stripped" 
U.S. Treasury bonds, a Unit holder's initial cost for his or her 
pro rata portion of each Treasury Obligation held by the Trust 
shall be treated as its "purchase price" by the Unit holder. Original 
issue discount is effectively treated as interest for Federal 
income tax purposes and the amount of original issue discount 
in this case is generally the difference between the bond's purchase 
price and its stated redemption price at maturity. A Unit holder 
will be required to include in gross income for each taxable year 
the sum of his or her daily portions of original issue discount 
attributable to the Treasury Obligations held by the Trust as 
such original issue discount accrues and will in general be subject 
to Federal income tax with respect to the total amount of such 
original issue discount that accrues for such year even though 
the income is not distributed to the Unit holders during such 
year to the extent it is not less than a "de minimis" amount as 
determined under a Treasury Regulation issued on December 28, 
1992 relating to stripped bonds. To the extent the amount of such 
discount is less than the respective "de minimis" amount, such 
discount shall be treated as zero. In general, original issue 
discount accrues daily under a constant interest rate method which 
takes into account the semi-annual compounding of accrued interest. 
In the case of the Treasury Obligations, this method will generally 
result in an increasing amount of income to the Unit holders each 
year. Unit holders should consult their tax advisers regarding 
the Federal income tax consequences and accretion of original 
issue discount under the stripped bond rules. For Federal income 
tax purposes, a Unit holder's pro rata portion of dividends as 
defined by Section 316 of the Code paid with respect to a Fund 
share held by the Trust are taxable as ordinary income to the 
extent of such Fund's current and accumulated "earnings and profits." 
A Unit holder's pro rata portion of dividends


Page 5

paid on such Fund share which exceed such current and accumulated 
earnings and profits will first reduce a Unit holder's tax basis 
in such Fund share, and to the extent that such dividends exceed 
a Unit holder's tax basis in such Fund share shall generally be 
treated as capital gain. In general, any such capital gain will 
be short term unless a Unit holder has held his Units for more 
than one year.

3.      A Unit holder's portion of gain, if any, upon the sale or 
redemption of Units or the disposition of Securities held by the 
Trust will generally be considered a capital gain except in the 
case of a dealer or a financial institution and, in general, will 
be long-term if the Unit holder has held his or her Units for 
more than one year. A Unit holder's portion of loss, if any, upon 
the sale or redemption of Units or the disposition of Securities 
held by the Trust will generally be considered a capital loss 
(except in the case of a dealer) and, in general, will be long-term 
if the Unit holder has held his or her Units for more than one 
year. Unit holders should consult their tax advisers regarding 
the recognition of such capital gains and losses for Federal income 
tax purposes.

Because Unit holders are deemed to directly own a pro rata portion 
of the Fund shares as discussed above, Unit holders are advised 
to read the discussion of tax consequences for the Fund set forth 
under "Who is the Management of Oppenheimer Global Fund?-Tax Status 
of the Fund." Distributions declared by the Fund on the Fund shares 
in October, November or December that are held by the Trust and 
paid during the following January will be treated as having been 
received by Unit holders on December 31 in the year such distributions 
were declared. Long-term capital gains distributions on the Fund 
shares are taxable to the Unit holders as long-term capital gains 
regardless of how long a person has been a Unit holder. If a Unit 
holder holds his or her Units for six months or less or if the 
Trust holds shares of the Fund for six months or less, any loss 
incurred by a Unit holder related to the disposition of the Fund 
shares will be treated as a long-term capital loss to the extent 
of any long-term capital gains distributions received (or deemed 
to have been received) with respect to such shares. For taxpayers 
other than corporations, net capital gains are subject to a maximum 
marginal tax rate of 28 percent. However, it should be noted that 
legislative proposals are introduced from time to time that affect 
relative differences at which ordinary income and capital gains are taxed.

The Revenue Reconciliation Act of 1993 (the "Tax Act") raised 
tax rates on ordinary income while capital gains remain subject 
to a 28% maximum stated rate. Because some or all capital gains 
are taxed at a comparatively lower rate under the Tax Act, the 
Tax Act includes a provision that recharacterizes capital gains 
as ordinary income in the case of certain financial transactions 
that are "conversion transactions" effective for transactions 
entered into after April 30, 1993. Unit holders and prospective 
investors should consult with their tax advisers regarding the 
potential effect of this provision on their investment in Units. 

Special Tax Consequences of In-Kind Distributions Upon Termination 
of the Trust. As discussed in "Rights of Unit Holders-How are 
Income and Capital Distributed?," under certain circumstances 
a Unit Holder will receive an In-Kind Distribution upon the termination 
of the Trust. The Unit Holder requesting an In-Kind Distribution 
will be liable for expenses related thereto (the "Distribution 
Expenses") and the amount of such In-Kind Distribution will be 
reduced by the amount of the Distribution Expenses. See "Rights 
of Unit Holder-How are Income and Capital Distributed?" Treasury 
Obligations held by the Trust will not be distributed to a Unit 
holder as part of an In-Kind Distribution. The tax consequences 
relating to the sale of Treasury Obligations are discussed above. 
As previously discussed, prior to the termination of the Trust, 
a Unit holder is considered as owning a pro rata portion of each 
of the Trust assets for Federal income tax purposes. The receipt 
of an In-Kind Distribution upon the termination of the Trust would 
be deemed an exchange of such Unit holder's pro rata portion of 
each of the shares of stock (including the Fund shares) and other 
assets held by the Trust in exchange for an undivided interest 
in whole shares of the Fund plus, possibly, cash.

There are generally three different potential tax consequences 
which may occur under an In-Kind Distribution with respect to 
each Security owned by the Trust. A "Security" for this purpose 
is a particular class of stock issued by a particular corporation 
(and does not include the Treasury Obligations in the Trust). If


Page 6

the Unit holder receives only whole shares of the Fund in exchange 
for his or her pro rata portion in each share of the Fund held 
by the Trust, there is no taxable gain or loss recognized upon 
such deemed exchange pursuant to Section 1036 of the Code. If 
the Unit holder receives whole shares of the Fund plus cash in 
lieu of a fractional share of the Fund, and if the fair market 
value of the Unit holder's pro rata portion of the shares of the 
Fund exceeds his tax basis in his pro rata portion of the Fund, 
taxable gain would be recognized in an amount not to exceed the 
amount of such cash received, pursuant to Section 1031(b) of the 
Code. No taxable loss would be recognized upon such an exchange 
pursuant to Section 1031(c) of the Code, whether or not cash is 
received in lieu of a fractional share. Under either of these 
circumstances, special rules will be applied under Section 1031(d) 
of the Code to determine the Unit holder's tax basis in the shares 
of the Fund which he receives as part of the In-Kind Distribution. 
Finally, if a Unit holder's pro rata interest in the Fund does 
not equal a whole share, he may receive entirely cash in exchange 
for his pro rata portion of the Fund. In such case, taxable gain 
or loss is measured by comparing the amount of cash received by 
the Unit holder with his tax basis in the Fund share.

A Unit holder who requests an In-Kind Distribution has to analyze 
the tax consequences with respect to each Security owned by the 
Trust. In analyzing the tax consequences with respect to each 
Security, such Unit holder must allocate the Distribution Expenses 
among the Securities (the "Allocable Expenses"). The Allocable 
Expenses will reduce the amount realized with respect to each 
Security so that the fair market value of the shares of such Security 
received (if any) and cash received in lieu thereof (as a result 
of any fractional shares) by such Unit holder should equal the 
amount realized for purposes of determining the applicable tax 
consequences in connection with an In-Kind Distribution. A Unit 
holder's tax basis in shares of such Security received will be 
increased by the Allocable Expenses relating to such Security. 
The amount of taxable gain (or loss) recognized upon such exchange 
will generally equal the sum of the gain (or loss) recognized 
under the rules described above by such Unit holder with respect 
to each Security owned by the Trust. Unit holders who request 
an In-Kind Distribution are advised to consult their tax advisers 
in this regard.

The Fund may elect to pass through to its shareholders the foreign 
income and similar taxes paid by the Fund in order to enable such 
shareholders to take a credit (or deduction) for foreign income 
taxes paid by the Fund. If such an election is made, Unit holders 
of the Trust, because they are deemed to own a pro rata portion 
of the Fund shares held by the Trust, as described above, must 
include in their gross income, for Federal income tax purposes, 
both their portion of dividends received by the Trust from the 
Fund, and also their portion of the amount which the Fund deems 
to be the Trust's portion of foreign income taxes paid with respect 
to, or withheld from, dividends, interest or other income of the 
Fund from its foreign investments. Unit holders may then subtract 
from their Federal income tax the amount of such taxes withheld, 
or else treat such foreign taxes as deductions from gross income; 
however, as in the case of investors receiving income directly 
from foreign sources, the above described tax credit or deduction 
is subject to certain limitations. Unit holders should consult 
their tax advisers regarding this election and its consequences to them.

General. Each Unit holder will be requested to provide its taxpayer 
identification number to the Trustee and to certify that the Unit 
holder has not been notified that payments to the Unit holder 
are subject to back-up withholding. If the proper taxpayer identification 
number and appropriate certification are not provided when requested, 
distributions by the Trust to such Unit holder (including amounts 
received upon the redemption of Units) will be subject to back-up 
withholding. Distributions by the Trust will generally be subject 
to United States income taxation and withholding in the case of 
Units held by non-resident alien individuals, foreign corporations 
or other non-United States persons (accrual of original issue 
discount on the Treasury Obligations may not be subject to Federal 
taxation or withholding provided certain requirements are met). 
Such persons should consult their tax advisers. 

Unit holders will be notified annually of the amounts of original 
issue discount, income and long-term capital gains distributions 
includable in the Unit holder's gross income and the amount of 
Trust expenses which may be claimed as itemized deductions.


Page 7


Distributions of income, long-term capital gains and accrual of 
original issue discount may also be subject to state and local 
taxes. Foreign investors may be subject to different Federal income 
tax consequences than those described above. Investors should 
consult their tax advisers for specific information on the tax 
consequences of particular types of distributions.

Unit holders desiring to purchase Units for tax-deferred plans 
and IRAs should consult their broker for details on establishing 
such accounts. Units may also be purchased by persons who already 
have self-directed plans established. See "Why are Investments 
in the Trust Suitable for Retirement Plans?"

In the opinion of Carter, Ledyard & Milburn, Special Counsel to 
the Trust for New York tax matters, under the existing income 
tax laws of the State of New York, the Trust is not an association 
taxable as a corporation and the income of the Trust will be treated 
as the income of the Unit holders thereof.

Why are Investments in the Trust Suitable for Retirement Plans?

Units of the Trust may be well suited for purchase by Individual 
Retirement Accounts, pension funds and other tax-deferred retirement 
plans. Generally, the Federal income tax relating to capital gains 
and income received in each of the foregoing plans is deferred 
until distributions are received. Distributions from such plans 
are generally treated as ordinary income but may, in some cases, 
be eligible for special averaging or tax-deferred rollover treatment. 
Investors considering participation in any such plan should review 
specific tax laws related thereto and should consult their attorneys 
or tax advisers with respect to the establishment and maintenance 
of any such plan. Such plans are offered by brokerage firms and 
other financial institutions. Fees and charges with respect to 
such plans may vary.

                            PORTFOLIO

What are Treasury Obligations?

The Treasury Obligations deposited in the Trust consist of U.S. 
Treasury bonds which have been stripped of their unmatured interest 
coupons. The Treasury Obligations evidence the right to receive 
a fixed payment at a future date from the U.S. Government, and 
are backed by the full faith and credit of the U.S. Government. 
Treasury Obligations are purchased at a deep discount because 
the buyer obtains only the right to a fixed payment at a fixed 
date in the future and does not receive any periodic interest 
payments. The effect of owning deep discount bonds which do not 
make current interest payments (such as the Treasury Obligations) 
is that a fixed yield is earned not only on the original investment 
but also, in effect, on all earnings during the life of the discount 
obligation. This implicit reinvestment of earnings at the same 
rate eliminates the risk of being unable to reinvest the income 
on such obligations at a rate as high as the implicit yield on 
the discount obligation, but at the same time eliminates the holder's 
ability to reinvest at higher rates in the future. For this reason, 
the Treasury Obligations are subject to substantially greater 
price fluctuations during periods of changing interest rates than 
are securities of comparable quality which make regular interest 
payments. The effect of being able to acquire the Treasury Obligations 
at a lower price is to permit more of the Trust's portfolio to 
be invested in shares of the Fund.

What is Oppenheimer Global Fund?

The portfolio of the Trust also contains shares of Oppenheimer 
Global Fund.

Oppenheimer Global Fund (the "Fund") is a mutual fund with the 
investment objective of capital appreciation. Current income is 
not an objective. In seeking its objective, the Fund will invest 
a substantial portion of its invested assets in securities of 
foreign issuers, "growth-type" companies, cyclical industries 
and special situations which are considered to have appreciation 
possibilities. THE FUND'S TECHNIQUES MAY BE CONSIDERED SPECULATIVE 
INVESTMENT METHODS AND INCREASE RISKS AND COSTS TO THE FUND. See 
"Special Investment Methods."

The Fund offers two classes of shares ("Class A" and "Class B") 
which may be purchased at a price equal to their respective net 
asset value per share, plus a sales charge. The Trust has purchased 
Class A shares for deposit in the Trust and any reference to Fund 
shares in this prospectus shall refer to Class A shares.

This Prospectus sets forth concisely information about the Fund 
that a prospective investor should know before investing. A Statement 
of Additional Information about the Fund (the "Additional Statement") 


Page 8

has been filed with the Securities and Exchange Commission ("SEC") 
and is available without charge upon written request to Oppenheimer 
Shareholder Services (the "Transfer Agent"), P.O. Box 5270, Denver, 
Colorado 80217, or by calling the Transfer Agent at 1-800-525-7048. 
The Additional Statement (which is incorporated in its entirety 
by reference in the Fund's Prospectus) contains more detailed 
information about the Fund and its management, including more 
complete information as to certain risk factors.

Fund Expenses

The following table sets forth the fees that an investor in the 
Fund might pay and the expenses paid by the Fund during its fiscal 
year ended September 30, 1994.

<TABLE>
<CAPTION>

Shareholder Transaction Expenses
                                                                                Class A
                                                                                Shares
                                                                                _______
<S>                                                                             <C>
Maximum Sales Charge on Purchases (as a percentage
 of offering price) {                                                           5.75%
Sales Charge on Reinvested Dividends                                            None
Maximum Contingent Deferred Sales Charge on Redemptions                         None
Redemption Fees                                                                 None
Exchange Fee                                                                    None

</TABLE>

<TABLE>
<CAPTION>

Annual Fund Operating Expenses
(as a percentage of average net assets)
                                                                                Class A
                                                                                Shares
                                                                                _______
<S>                                                                             <C>
Management Fees                                                                 0.73%
12b-1 (Distribution and/or Service Plan) Fees {{                                0.18%
Other Expenses                                                                  0.31%
                                                                                _____
Total Fund Operating Expenses*                                                  1.22%

</TABLE>

[FN]
__________________
{       There is no sales load payable upon the purchase of the Fund 
shares deposited in the Trust. However, the maximum sales charge 
on the Units, and therefore indirectly on the Fund shares is 5.5% 
during the initial offering period and 5.5% in the secondary market.

{{      Effectively, there are no 12b-1 fees on Fund shares held in 
the Trust. However, Unit holders who acquire shares of the Fund 
through reinvestment of dividends or other distributions or through 
reinvestment at the Trust's termination will begin to incur 12b-1 
fees at such time as shares are acquired.

*       Annual Fund Operating Expenses are less annual 12b-1 fees rebated 
to the Sponsor of 0.25% on Fund shares deposited in the Trust. 
See "Summary of Essential Information" for a description of estimated 
fees and expenses charged per Unit.

The purpose of this table is to assist an investor in understanding 
the various costs and expenses that an investor in shares of the 
Fund will bear directly (Shareholder Transaction Expenses) or 
indirectly (Annual Fund Operating Expenses). The sales charge 
rate shown for Class A shares is the current maximum rate applicable 
to purchases of Class A shares of the Fund. "Total Fund Operating 
Expenses," similarly restated, would be 1.27% for Class A shares. 
For further details, see "Purchase, Redemption and Pricing of 
Shares-Dual Class Methodology" and the Fund's financial statements, 
both included in the Additional Statement.

The following examples apply the above-stated expenses and the 
current maximum sales charge to a hypothetical $1,000 investment 
in shares of the Fund over the time period shown below, assuming 
a 5% annual rate of return on the investment. The amounts shown 
below are the cumulative costs of such hypothetical $1,000 investment 
for the periods shown and, except as indicated in line 2, assumes 
that the shares are redeemed at the end of each stated period.


Page 9



<TABLE>
<CAPTION>

                                                1 year          3 years         5 years         10 years
                                                ______          _______         _______         ________
<S>                                             <C>             <C>             <C>             <C>
1. Class A Shares                               $69             $94             $121            $197
2. Class A Shares, assuming no redemption       $69             $94             $121            $197   

</TABLE>

These examples should not be considered a representation of past 
or future expenses or performance. Expenses are subject to change 
and actual performance and expenses may be less or greater than 
those illustrated above.

THE RULE 12B-1 FEES IMPOSED ON SHARES HELD IN THE TRUST ARE REBATED 
TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE TRUST RESULTING 
IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT HOLDERS WHO ACQUIRE 
SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT OF DIVIDENDS 
OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S 
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS 
SHARES ARE ACQUIRED.


Page 10



Financial Highlights
Selected data for a Class A share of the Fund outstanding throughout 
each period
The information in the table below has been derived from financial 
statements which are covered by another certified public accountant's 
report appearing in the Additional Statement.



<TABLE>
<CAPTION>

                                                                        Class A
                                                                Year Ended September 30,

                                                1994            1993           1992           1991           1990       1989
Per Share Operating Data:
<S>                                             <C>             <C>            <C>            <C>            <C>         <C>
Net asset value, beginning of period            $    35.04      $    30.03     $    32.05     $    27.63     $  30.43    $   22.94
                                                __________      __________     __________     __________     _________   _________
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                  .17            0.26           0.17           0.05         0.02         0.20
Net realized and unrealized gain (loss) on
        investments and translation of assets 
        and liabilities in foreign currencies         6.10            4.99          (1.50)          6.14         0.29         9.11
                                                __________      __________     __________     __________     _________    _________
Total income (loss)
        from investment operations                    6.27            5.25          (1.33)          6.19         0.31         9.31
                                                __________      __________     __________     __________      _________   _________
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income                  (.25)          (0.12)         (0.11)         (0.08)       (0.11)       (0.09)
Distributions from net realized gains
        on investments                               (3.37)          (0.12)         (0.58)         (1.69)       (3.00)       (1.73)
                                                __________      __________     __________     __________     _________   _________
Total dividends and distributions
        to shareholders                              (3.62)         (0.24)         (0.69)       (1.77)         (3.11)        (1.82)
                                                __________      __________     __________     __________     _________   _________
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                  $    37.69      $    35.04     $    30.03     $    32.05     $  27.63    $   30.43
                                                ==========      ==========     ==========     ==========     =========   =========
- ------------------------------------------------------------------------------------------------------------------------------------
Total return, at Net Asset Value*                    19.19%          17.67%         (4.23)%        23.71%        0.79%       42.87%
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands)        $    1,921      $1,388,773     $1,214,615     $1,076,336     $ 719,893   $ 522,866
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $    1,711      $1,213,098     $1,193,870     $  898,592     $ 672,246     445,819 
- ------------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding at 
        end of period (in thousands)                50,955          39,632         40,441         33,585        26,056      17,183
Amount of debt outstanding at
        end of period (in thousands)                   N/A      $       -      $   60,000     $   60,000     $  60,000   $  30,000
Average amount of debt outstanding
        throughout each period 
        (in thousands){                                N/A      $   18,247     $   60,000     $   60,000     $  42,877   $  30,000
Average number of shares outstanding
        throughout each period
        (in thousands){{                               N/A          39,853         37,435         30,607        21,982      16,968
Average amount of debt per share 
        outstanding throughout each period             N/A      $     0.46     $     1.60     $     1.96     $    1.95   $    1.77

Ratios to average net assets: 
Net investment income                                  .38%           0.84%          0.55%          0.22%         0.16%       0.73%
Expenses                                              1.15%           1.18%          1.36%          1.65%         1.68%       1.90%
Portfolio turnover rate**                            78.30%           86.9%          18.0%          19.9%         27.2%       62.6%

</TABLE>

<TABLE>
<CAPTION>

                                                                  Class A
                                                         Year Ended September 30,

                                                1988            1987            1986             1985     
Per Share Operating Data:
<S>                                             <C>             <C>             <C>              <C>     
Net asset value, beginning of period            $   38.29       $   28.88       $    17.36       $   16.47  
                                                __________      __________      __________       __________ 
Income (loss) from investment operations:
Net investment income                                0.04            0.05             0.12            0.14 
Net realized and unrealized gain
        (loss) on investments and 
        translation of assets and 
        liabilities in foreign currencies           (9.70)          13.28            11.56            1.71 
                                                __________      __________      __________       __________ 
Total income (loss)
        from investment operations                  (9.66)          13.33            11.68            1.85 
                                                __________      __________      __________       __________ 
Dividends and distributions to shareholders:
Dividends from net investment income                (0.07)          (0.11)           (0.10)          (0.04)
Distributions from net realized gains
        on investments                              (5.62)          (3.81)           (0.06)          (0.92)
                                                __________      __________      __________       __________ 
Total dividends and distributions
        to shareholders                             (5.69)          (3.92)           (0.16)          (0.96)
                                                __________      __________      __________       __________ 
Net asset value, end of period                  $   22.94       $   38.29       $    28.88       $   17.36
                                                ==========      ==========      ==========       ========== 
Total return, at Net Asset Value*                  (25.17)%         52.65%           67.63%          12.00%  

Ratios/Supplemental Data:
Net assets, end of period (in thousands)        $ 371,438       $ 601,417       $  372,243       $ 231,645 
Average net assets (in thousands)               $ 398,220       $ 473,418       $  330,827       $ 225,843
Number of shares outstanding at 
        end of period (in thousands)               16,191          15,708           12,891          13,347 
Amount of debt outstanding at
        end of period (in thousands)            $  30,000       $  35,000       $   22,000       $  14,000 
Average amount of debt outstanding
        throughout each period 
        (in thousands){                         $  31,052       $  26,290       $   19,058       $   3,877  
Average number of shares outstanding
        throughout each period
        (in thousands){{                           17,173          15,099           13,205          14,476 
Average amount of debt per share 
        outstanding throughout each period      $    1.81       $    1.74       $     1.44       $    0.27

Ratios to average net assets: 
Net investment income                                0.15%           0.16%            0.47%           0.81% 
Expenses                                             1.89%           1.49%            1.60%           1.21% 
Portfolio turnover rate**                            25.2%           37.0%            25.2%           29.0%  

</TABLE>
[FN]

*       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.

**      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.

{       Based upon daily outstanding borrowings.

{{      Based upon month-end balances.


Page 11


What are the Fund's Investment Policies?

The Fund is an open-end, diversified management investment company 
presently organized as a Massachusetts business trust. It was 
initially organized as a Maryland corporation in 1969. In seeking 
its objective of capital appreciation, the Fund emphasizes investment 
in foreign and domestic securities considered by the Fund's investment 
manager, Oppenheimer Management Corporation (the "Manager"), to 
have appreciation possibilities, primarily common stocks or securities 
having investment characteristics of common stocks (such as convertible 
securities) of "growth-type" companies. As a matter of fundamental 
policy, under normal market conditions, the Fund will invest its 
total assets in securities of issuers traded in markets in at 
least three different countries (which may include the United 
States). The portfolio may also emphasize securities of cyclical 
industries and "special situations" when the Manager believes 
that they present opportunities for capital growth. The remainder 
of the Fund's invested assets will be invested in securities for 
liquidity purposes. The Fund's investment policies and practices 
are not "fundamental" policies (as defined below) unless a particular 
policy is identified as fundamental. The Board of Trustees of 
the Fund (the "Board") may change non-fundamental policies without 
shareholder approval.

The Fund currently emphasizes investment in "foreign securities" 
(as defined below), because the Manager believes that certain 
foreign securities may present investment opportunities. In the 
Manager's opinion, investments in foreign securities offer potential 
benefits not available from investing solely in securities of 
domestic issuers, such as the opportunity to invest in foreign 
issuers that appear to offer growth potential, or to invest in 
foreign countries with economic policies or business cycles different 
from those of the U.S. or foreign stock markets that do not move 
in a manner parallel to U.S. markets, thereby reducing fluctuations 
in portfolio value. "Foreign securities" include securities issued 
by companies organized under the laws of countries other than 
the United States that are traded on foreign securities exchanges 
or foreign over-the-counter markets. Securities of foreign issuers 
(i) represented by American Depository Receipts, (ii) traded in 
the U.S. over-the-counter markets or (iii) listed on a U.S. securities 
exchange are not considered "foreign securities" because they 
are not subject to many of the special considerations and risks 
(discussed below) that apply to investments in foreign securities 
traded and held abroad. The Fund has no restrictions on the amount 
of its assets that may be invested in securities of foreign issuers, 
and thus the relative amount of such investments will change from 
time to time. The Fund may purchase securities issued by issuers 
in any country, developed or underdeveloped. As of September 30, 
1993, approximately 82% of the Fund's net assets were invested 
in foreign securities, and it is currently anticipated that the 
Fund may continue to invest 80% or more of its total assets in 
foreign securities. Risks of investing in foreign securities may 
include foreign taxation, changes in currency rates or currency 
blockage, currency exchange costs, and differences between domestic 
and foreign legal, auditing, brokerage and economic standards. 
When more than 50% of its assets are invested in foreign securities 
at the end of any fiscal year, the Fund intends to elect the application 
of Section 853 of the Internal Revenue Code of 1986, as amended 
(the "Internal Revenue Code"), discussed in "Dividends, Distributions 
and Taxes." Securities held abroad by foreign sub-custodians for 
the Fund may be held only in those countries and by those sub-custodians 
approved from time to time by the Board under applicable rules. 
See "Investment Objective and Policies-Foreign Securities" in 
the Additional Statement for further discussion as to the possible 
rewards and risks of investing in foreign securities.

The Fund invests in securities of smaller, less well-known companies 
as well as those of large, well-known companies (not generally 
included in the definition of "growth-type" companies). Current 
income is not a consideration in the selection of portfolio securities, 
whether selected for appreciation possibilities or liquidity purposes. 
The Fund is intended for investors seeking capital appreciation 
over the long term and who are willing to assume greater risks 
in the hope of achieving greater gains, and is not meant for investors 
seeking assured income and conservation of capital. The Fund's 
investment policies are speculative and involve substantial risks, 
and no assurance can be given that the Fund's investment objective 
will be met.

Page 12


In an uncertain market or economic environment when it would be 
appropriate to maintain a defensive position, the Fund may invest 
in debt securities, such as rated or unrated bonds and debentures, 
cash equivalents and preferred stocks. It is expected that short-term 
(i.e., those maturing in one year or less from the date of purchase) 
debt securities will be emphasized for defensive or liquidity 
purposes, since such securities usually may be disposed of quickly 
at prices not involving significant losses. When circumstances 
warrant, securities may be sold without regard to the length of 
time held, although short-term trading may increase brokerage 
costs borne by the Fund.

Risk Factors. The Fund may use the following special investment 
methods when their use appears appropriate to the Manager. Since 
certain of such investment methods are speculative, they may subject 
an investment in the Fund to relatively greater risks and costs 
than would be the case with an investment in a fund that does 
not use such methods.

Special Situations. The Fund may invest in "special situations" 
that the Manager believes may present opportunities for capital 
growth. A "special situation" exists when a merger, reorganization, 
or other unusual development is expected to occur which, in the 
opinion of the Manager, may prompt an increase in the value of 
an issuer's securities, regardless of general business conditions 
or the movement of the market as a whole. There is a risk that 
the price of the security may decline if the anticipated development 
fails to occur.

Small, Unseasoned Companies. The Fund may invest in securities 
of small, unseasoned companies as well as those of large, well-known 
companies. In view of the limited liquidity and volatility of 
price movements of the former, the Fund will not permit a substantial 
portion of its assets to be invested in securities of companies 
(including their predecessors) that have operated less than three 
years. See "Investment Objective and Policies-Small, Unseasoned 
Companies" in the Additional Statement for a further discussion 
of the risks involved in such investments.

Restricted and Illiquid Securities. The Fund will not purchase 
or otherwise acquire securities that may be illiquid by virtue 
of the absence of a readily available market or because their 
disposition would be subject to legal restrictions ("restricted 
securities") if, as a result, more than 15% of its net assets 
(taken at current value) would be invested in securities that 
are illiquid (including repurchase agreements maturing in more 
than seven days). This policy does not limit purchases of restricted 
securities eligible for resale to qualified institutional buyers 
pursuant to Rule 144A under the Securities Act of 1933, as amended 
(the "Securities Act"), that are determined to be liquid by the 
Board, or by the Manager under Board-approved guidelines. Such 
guidelines take into account trading activity for such securities 
and the availability of reliable pricing information, among other 
factors. If there is a lack of trading interest in particular 
Rule 144A securities, the Fund's holdings of those securities 
may be illiquid. The Fund currently intends to invest no more 
than 10% of its net assets in illiquid and restricted securities, 
excluding securities eligible for resale pursuant to Rule 144A 
under the Securities Act that are determined to be liquid by the 
Board or by the Manager under Board-approved guidelines. If due 
to changes in relative market values of the Fund's portfolio securities, 
more than 15% of the Fund's assets consisted of illiquid securities, 
the Manager would consider appropriate steps to protect the Fund's 
flexibility. There may be undesirable delays in selling such securities 
at prices representing their fair value. See "Investment Objective 
and Policies-Restricted and Illiquid Securities" in the Additional 
Statement for further details.

Warrants and Rights. The Fund may invest up to 5% of its total 
assets in warrants and rights (other than those that have been 
acquired in units or are attached to other securities). No more 
than 2% of the Fund's total assets may be invested in warrants 
that are not listed on either The New York Stock Exchange or The 
American Stock Exchange. Warrants are options to purchase equity 
securities at specified prices valid for a specific period of 
time. Rights are similar to warrants, but normally have a short 
duration and are distributed directly by the issuer to its shareholders. 
For further details, see "Investment Objective and Policies-Warrants 
and Rights" in the Additional Statement.

Repurchase Agreements. The Fund may acquire securities subject 
to repurchase agreements to generate income for liquidity purposes 
to meet anticipated redemptions, or pending the investment of 
proceeds from sales of Fund shares or settlement of purchases 
of portfolio investments. The Fund's repurchase


Page 13

agreements will be fully collateralized. However, if the seller 
of the securities fails to pay the agreed-upon repurchase price 
on the delivery date, the Fund's risks may include the costs of 
disposing of the collateral for the agreement and losses that 
might result from any delays in foreclosing on the collateral. 
The Fund's investments in repurchase agreements maturing in more 
than seven days are subject to the limitation described above 
on illiquid or restricted securities. There is no limit on the 
amount of the Fund's net assets that may be subject to repurchase 
agreements maturing in seven days or less. See "Investment Objective 
and Policies-Repurchase Agreements" in the Additional Statement 
for more details.

Loans of Portfolio Securities. The Fund has entered into a Securities 
Lending Agreement and Guaranty (the "Securities Lending Agreement") 
with The Bank of New York pursuant to which portfolio securities 
of the Fund may be loaned to brokers, dealers and other financial 
institutions. The Securities Lending Agreement provides, among 
other things, for the division of responsibility and income between 
the Fund and The Bank of New York and that loans must be adequately 
collateralized and may be made only in conformity with the Fund's 
Securities Lending Guidelines. The value of the securities loaned 
may not exceed 25% of the value of the Fund's total assets. The 
Fund presently does not intend that the value of the securities 
loaned in the current fiscal year will exceed 5% of the value 
of the Fund's total assets. In connection with securities lending, 
the Fund might experience risks of delay in receiving additional 
collateral, risks of delay in the return of the loaned securities 
or loss of rights in the collateral should the borrower fail financially 
(although the Fund is the beneficiary of a guaranty provided by 
The Bank of New York, under certain circumstances). See "Investment 
Objectives and Policies-Loans of Portfolio Securities" in the 
Additional Statement for further information.

Borrowing. From time to time, the Fund may increase its ownership 
of securities by borrowing up to 10% of the value of its net assets 
from banks on an unsecured basis and investing the borrowed funds 
(on which the Fund will pay interest), subject to the 300% asset 
coverage requirement of the Investment Company Act of 1940, as 
amended (the "Investment Company Act"). Purchasing securities 
with borrowed funds is a speculative investment method known as 
leverage. There are risks associated with leveraging purchases 
of portfolio securities by borrowing, including possible reduction 
of income and increased fluctuation of net asset value per share. 
The Fund may be subject to relatively greater risks and costs 
than a fund that does not use leverage. For further discussion 
of such risks and other details, see "Financial Highlights" above 
and "Investment Objective and Policies-Borrowing" in the Additional 
Statement.

Covered Call Options and Hedging. The Fund may write (i.e., sell) 
covered call options to generate income for liquidity or defensive 
reasons. For hedging purposes it may purchase certain put and 
call options, Stock Index Futures (described below) and options 
on Stock Index Futures and broadly-based stock indices and enter 
into interest rate swap transactions, all of which are referred 
to as "Hedging Instruments." In general, the Fund may use Hedging 
Instruments (i) to attempt to protect against declines in the 
market value of the Fund's portfolio securities or Stock Index 
Futures, and thus protect the Fund's net asset value per share 
against downward market trends, or (ii) to establish a position 
in the equity securities markets as a temporary substitute for 
purchasing particular equity securities. The Fund will not use 
Hedging Instruments for speculation. The principal risks associated 
with covered calls and hedging are described below and in greater 
detail under "Investment Objective and Policies-Covered Calls 
and Hedging" in the Additional Statement.

Writing Covered Call Options. The Fund may sell (i.e., write) 
call options ("calls") if: (i) after any sale, not more than 25% 
of the Fund's total assets are subject to calls; (ii) the calls 
are listed on a domestic securities exchange or quoted on the 
Automated Quotation System of the National Association of Securities 
Dealers, Inc. ("NASDAQ"); and (iii) the calls are "covered," i.e., 
the Fund owns the securities or Futures subject to the call (or 
other securities acceptable for applicable escrow arrangements) 
while the call is outstanding.

Purchasing Puts and Calls. The Fund may purchase put options ("puts") 
which relate to (i) securities held by it; (ii) Stock Index Futures 
(whether or not it holds such Stock Index Futures in its portfolio); 
or (iii) broadly-based stock indices. The Fund may not write puts 
other than those it previously purchased. The Fund may purchase 
calls as to securities, broadly-based stock indices or Stock Index 
Futures, or to effect a "closing


Page 14

purchase transaction" to terminate its obligation on a call it 
has previously written. A call or put may be purchased only if, 
after such purchase, the value of all put and call options held 
by the Fund would not exceed 5% of the Fund's total assets.

Stock Index Futures. The Fund may buy and sell futures contracts 
only if they relate to broadly-based stock indices ("Stock Index 
Futures" or "Futures"). A stock index is "broadly-based" if it 
includes stocks that are not limited to issuers in any particular 
industry or group of industries. Stock Index Futures obligate 
the seller to deliver (and the purchaser to take) cash to settle 
the futures transaction, or to enter into an offsetting contract. 
No physical delivery of the underlying stocks in the index is made.

Foreign Currency Options. The Fund may purchase and write puts 
and calls on foreign currencies that are traded on a securities 
or commodities exchange or quoted by major recognized dealers 
in such options, for the purpose of protecting against declines 
in the dollar value of foreign securities and against increases 
in the dollar cost of foreign securities to be acquired. If a 
rise is anticipated in the dollar value of a foreign currency 
in which securities to be acquired are denominated, the increased 
cost of such securities may be partially offset by purchasing 
calls or writing puts on that foreign currency. If a decline in 
the dollar value of a foreign currency is anticipated, the decline 
in value of portfolio securities denominated in that currency 
may be partially offset by writing calls or purchasing puts on 
that foreign currency. However, in the event of currency rate 
fluctuations adverse to the Fund's position, it would lose the 
premium it paid and transactions costs.

Forward Contracts. The Fund may enter into foreign currency exchange 
contracts ("Forward Contracts"), which obligate the seller to 
deliver and the purchaser to take a specific amount of foreign 
currency at a specific future date for a fixed price. The Fund 
may enter into a Forward Contract in order to "lock in" the U.S. 
dollar price of a security denominated in a foreign currency which 
it has purchased or sold but which has not yet settled, or to 
protect against a possible loss resulting from an adverse change 
in the relationship between the U.S. dollar and a foreign currency. 
There is a risk that the use of Forward Contracts may reduce the 
gain that would otherwise result from a change in the relationship 
between the U.S. dollar and a foreign currency. Forward Contracts 
include standardized foreign currency futures contracts which 
are traded on exchanges and are subject to procedures and regulations 
applicable to other Futures. The Fund may also enter into a Forward 
Contract to sell a foreign currency denominated in a currency 
other than that in which the underlying security is denominated. 
This is done in the expectation that there is a greater correlation 
between the foreign currency of the Forward Contract and the foreign 
currency of the underlying investment than between the U.S. dollar 
and the foreign currency of the underlying investment. This technique 
is referred to as "cross hedging." The success of cross hedging 
is dependent on many factors, including the ability of the Manager 
to correctly identify and monitor the correlation between foreign 
currencies and the U.S. dollar. To the extent that the correlation 
is not identical, the Fund may experience losses or gains on both 
the underlying security and the cross currency hedge. The Fund 
will not speculate in foreign currency exchange. There is no limitation 
as to the percentage of the Fund's assets that may be committed 
to foreign currency exchange contracts. The Fund does not enter 
into such Forward Contracts or maintain a net exposure in such 
contracts to the extent that the Fund would be obligated to deliver 
an amount of foreign currency in excess of the value of the Fund's 
assets denominated in that currency, or enter into a "cross hedge" 
unless it is denominated in a currency or currencies that the 
Manager believes will have price movements that tend to correlate 
closely with the currency in which the investment being hedged 
is denominated. See "Investment Objective and Policies-Additional 
Information about Hedging Instruments and Their Use-Tax Aspects 
of Covered Calls and Hedging Instruments" in the Additional Statement 
for a discussion of the tax treatment of Forward Contracts. 

Interest Rate Swap Transactions. The Fund may enter into interest 
rate swaps. In an interest rate swap, the Fund and another party 
exchange their respective commitments to pay or receive interest 
on a security (e.g., an exchange of floating rate payments for 
fixed rate payments). The Fund will not use interest rate swaps 
for leverage. Swap transactions will be entered into only as to 
security positions held by the Fund. The Fund may not enter into 
swap transactions with respect to more than 50% of its total assets. 
The Fund will


Page 15

segregate liquid assets (e.g., cash, U.S. Government securities 
or other appropriate high grade debt obligations) equal to the 
net excess, if any, of its obligations over its entitlements under 
the swap and will mark to market that amount daily. The interest 
rate risk of a swap is that the Fund will incur a net payment 
obligation as a result of movements in interest rates. The credit 
risk of a swap depends on the counterparty's ability to perform. 
The value of the swap may decline if the counterparty's creditworthiness 
deteriorates. If the counterparty defaults, the Fund risks the 
loss of the net amount of interest payments that it is contractually 
entitled to receive. The Fund may be able to reduce or eliminate 
its exposure to losses under swap agreements either by assigning 
them to another party, or by entering into an offsetting swap 
agreement with the same counterparty or another creditworthy counterparty. 
See "Investment Objective and Policies-Covered Calls and Hedging" 
in the Additional Statement for further details.

Risks of Options and Futures Trading. "Investment Objective and 
Policies-Covered Calls and Hedging" in the Additional Statement 
contains more information about options and Futures, Forward Contracts, 
options on Futures contracts and foreign currencies, interest 
swap transactions, asset segregation requirements for Forward 
Contracts, the payment of premiums for options trades, and on 
the tax effects, risks and possible benefits to the Fund from 
options trading, and information as to the Fund's other limitations 
(which are not fundamental policies) on investment in Futures 
and options thereon. There are certain risks in writing calls. 
If a call written by the Fund is exercised, the Fund forgoes any 
profit from any increase in the market price above the call price 
of the underlying investment on which the call was written. The 
principal risks of Futures trading are: (a) possible imperfect 
correlation between the prices of the Futures and the market value 
of the debt securities in the Fund's portfolio; (b) possible lack 
of a liquid secondary market for closing out a Futures position; 
(c) the need for additional skills and techniques beyond those 
required for normal portfolio management; and (d) losses on Futures 
resulting from interest rate movements not anticipated by the Manager.

Short Sales Against-the-Box. The Fund may not sell securities 
short except in transactions referred to as "short sales against-the-box." 
No more than 15% of the Fund's net assets will be held as collateral 
for such short sales at any one time. See "Investment Objective 
and Policies-Short Sales Against-the-Box" in the Additional Statement 
for further details.

Investment Restrictions. The Fund has certain investment restrictions 
that, together with its investment objective, are fundamental 
policies changeable only by a vote of a "majority" (as defined 
in the Investment Company Act) of the Fund's outstanding voting 
securities. Under some of those restrictions, the Fund cannot: 
(1) buy securities issued or guaranteed by any one issuer (except 
the U.S. Government or any of its agencies or instrumentalities) 
if with respect to 75% of its total assets, more than 5% of the 
Fund's total assets would be invested in securities of that issuer, 
or the Fund would then own more than 10% of that issuer's voting 
securities; (2) concentrate investments in any particular industry; 
therefore the Fund will not purchase the securities of companies 
in any one industry if, thereafter, more than 25% of the value 
of the Fund's assets would consist of securities of companies 
in that industry; or (3) deviate from the percentage requirement 
listed under "Borrowing," "Warrants and Rights" and "Short Sales 
Against-the-Box." The percentage restrictions described above 
and in the Additional Statement apply only at the time of investment 
and require no action by the Fund as a result of subsequent changes 
in value of the investment or size of the Fund. A supplementary 
list of investment restrictions is contained in "Investment Restrictions" 
in the Additional Statement.

Who is the Management of Oppenheimer Global Fund?

The Board has overall responsibility for the management of the 
Fund under the laws of Massachusetts governing the responsibilities 
of trustees of business trusts. Subject to the authority of the 
Board, the Manager is responsible for the day-to-day management 
of the Fund's business, supervises the investment operations of 
the Fund and the composition of its portfolio and furnishes the 
Fund advice and recommendations with respect to investments, investment 
policies and the purchase and sale of securities pursuant to an 
investment advisory agreement (the "Agreement") with the Fund.

Page 16


Subject to the Agreement, the Manager may consider sales of shares 
of the Fund and other investment companies managed by the Manager 
or its affiliates as a factor in the selection of broker-dealers 
for the Fund's portfolio transactions. Under a new investment 
advisory agreement, which was approved by the Fund's shareholders 
at a meeting called for June 20, 1994, the Fund pays a monthly 
management fee to the Manager at the following annual rates, computed 
on the net assets of the Fund as of the close of business each 
day, which are higher than those paid by most other investment 
companies: 0.80% of the first $250 million of aggregate net assets; 
0.77% of the next $250 million; 0.75% of the next $500 million; 
0.69% of the next $1 billion; and 0.67% thereafter. The management 
fee rates in effect during the Fund's fiscal year ending September 
30, 1993 are in Note 4 to the financial statements included in 
the Additional Statement. "Investment Management Services" in 
the Additional Statement contains more information about the Agreement, 
including a more complete description of expense reimbursement 
arrangements, exculpation provisions and brokerage practices of the Fund.

William B. Wilby, a Senior Vice President of the Manager, serves 
as the Portfolio Manager and a Vice President of the Fund and 
has been primarily responsible for the day-to-day management of 
the Fund's portfolio since December 1992. During the past five 
years, Mr. Wilby has also served as an officer and portfolio manager 
for other Oppenheimer funds, prior to which he was international 
investment strategist at Brown Brothers, Harriman & Co. and a 
Managing Director and Portfolio Manager at AIG Global Investors. 
For more information about the Fund's other officers and Trustees, 
see "Trustees and Officers" in the Additional Statement.

The Manager has operated as an investment adviser since April 
30, 1959. The Manager and its affiliates currently advise U.S. 
investment companies with assets aggregating over $25 billion 
as of September 30, 1993, and having more than 1.8 million shareholder 
accounts. The Manager is owned by Oppenheimer Acquisition Corp., 
a holding company owned in part by senior management of the Manager 
and ultimately controlled by Massachusetts Mutual Life Insurance 
Company, a mutual life insurance company which also advises pension 
plans and investment companies.

Determination of Net Asset Value. The net asset value per share 
of each class is determined as of 4:00 p.m. (all references to 
time in this Prospectus mean New York time) each day the New York 
Stock Exchange is open (a "regular business day") by dividing 
the value of the Fund's net assets attributable to that class 
by the number of shares of the class outstanding. The Board has 
established procedures for valuing the Fund's securities. In general, 
those valuations are based on market value, with special provisions 
for: (i) securities not having readily-available market quotations; 
(ii) short-term debt securities; and (iii) covered calls and Hedging 
Instruments. Further details are in "Purchase, Redemption and 
Pricing of Shares" in the Additional Statement. The net asset 
values per share of Class A and Class B shares are expected to 
be substantially the same; however, from time to time the net 
asset value of each class may differ, due to differences in expenses 
borne by each class, as described under "Purchase, Redemption 
and Pricing of Shares-Dual Class Methodology" in the Additional Statement.

Class A Service Plan. The Fund has adopted a service plan (the 
"Class A Plan") pursuant to Rule 12b-1 of the Investment Company 
Act under which the Fund will reimburse the Distributor quarterly 
for a portion of its costs incurred in connection with the personal 
service and maintenance of accounts that hold Class A shares. 
The distributor of the Fund's shares, Oppenheimer Funds Distributor, 
Inc. (the "Distributor") will use such fees received from the 
Fund in their entirety: (i) to compensate brokers, dealers, banks 
and other institutions ("Recipients") each quarter for providing 
personal service and maintenance of accounts that hold Class A 
shares, and (ii) to reimburse itself (to the extent authorized 
by the Board) for its other expenditures under the Class A Plan 
and its direct costs for personal service and maintenance of accounts. 
For the fiscal year ended September 30, 1993 the Board has not 
presently authorized any reimbursement to the Distributor under 
(ii) above. The services to be provided under the Class A Plan 
include, but are not limited to, the following: answering routine 
inquiries from the Recipient's customers concerning the Fund, 
providing such customers with information on their investment 
in Class A shares, assisting in the establishment and maintenance 
of accounts or sub-accounts in the Fund, making the Fund's investment 

Page 17


plans and dividend payment options available, and providing such other 
information and customer liaison services and the maintenance 
of accounts as the Distributor or the Fund may reasonably request.

The Distributor will be reimbursed only for quarterly payments 
made to each Recipient at a rate not to exceed 0.0625% (0.25% 
annually) of the average during the calendar quarter of the aggregate 
net asset value of Class A shares of the Fund, computed as of 
the close of each business day, held in accounts of the Recipient 
or its customers; that rate may be reduced for such assets which 
are attributable to sales prior to April 1, 1991.

The Class A Plan has the effect of increasing annual expenses 
of Class A shares of the Fund by up to 0.25% of the class's average 
annual net assets from what its expenses would otherwise be. In 
addition, the Manager and the Distributor may, under the Class 
A Plan, from time to time from their own resources (which, as 
to the Manager, may include profits derived from the advisory 
fee it receives from the Fund) make similar payments to Recipients 
for distribution and administrative services they perform. For 
further details, see "Distribution and Service Plans" in the Additional 
Statement.

THE RULE 12B-1 FEES IMPOSED ON SHARES HELD IN THE TRUST ARE REBATED 
TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE TRUST RESULTING 
IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT HOLDERS WHO ACQUIRE 
SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT OF DIVIDENDS 
OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT THE TRUST'S 
TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES AT SUCH TIME AS 
SHARES ARE ACQUIRED.

Dividends, Distributions and Taxes. This discussion relates solely 
to Federal tax laws and is not exhaustive; a qualified tax adviser 
should be consulted. The Fund's dividends and distributions may 
also be subject to state and local taxation. See "Tax Aspects 
of Covered Calls and Hedging Instruments" and "Tax Status of the 
Fund's Dividends and Distributions" in the Additional Statement 
for more information on the tax aspects of the Fund's investments 
in Hedging Instruments and other tax matters.

Dividends and Distributions. The Fund intends to declare dividends 
for Class A shares from net investment income, if any, on an annual 
basis in December each year, on a date set by the Board. As current 
income is not an objective of the Fund, the amount of dividends, 
if any, will likely be small. In addition, distributions may be 
made annually in December out of any net short-term or long-term 
capital gains derived from the sale of securities, premiums from 
expired calls written by the Fund, and net profits from hedging 
transactions realized in the twelve months ending on October 31 
of that year. The Fund may make a supplemental distribution of 
capital gains and ordinary income following the end of its fiscal 
year. A shareholder purchasing Fund shares immediately prior to 
the declaration of a dividend or capital gain distribution will 
receive a distribution subject to income tax, and the distribution 
will have the effect of reducing the Fund's net asset value per 
share by the amount of the distribution. Any long-term capital 
gains distributions and any non-taxable return of capital will 
be identified separately when tax information is distributed by 
the Fund. There is no fixed dividend rate and there can be no 
assurance as to the payment of any dividends or the realization 
of any gains.

All dividends and capital gains distributions to Fund shareholders 
are automatically reinvested in shares of the same class at net 
asset value, as of a date selected by the Board, unless the shareholder 
notifies the Transfer Agent in writing to pay dividends or capital 
gains distributions in cash, or to reinvest them in another Eligible 
Fund, as described in "Performance, Dividend and Tax Information" 
in the Additional Statement. That request must be received prior 
to the record date for a dividend to be effective as to that dividend. 
Dividends and distributions to Fund shareholders may be automatically 
transferred to a designated account at a financial institution. 
See the Fund's prospectus for more details.

The amount of a class's distributions may vary from time to time 
depending upon market conditions, the composition of the Fund's 
portfolio, expenses borne by the Fund, or borne separately by 
that class as described in "Purchase, Redemption and Pricing of 
Shares-Dual Class Methodology" in the Additional Statement. Dividends 
are calculated in the same manner, at the same time, and on the 
same day for shares of each class. However, dividends on Class 
B shares are expected to be lower than on Class A shares on a 
pro rata basis as a result of the asset-based sales charge on 
Class B shares, and such dividends also will differ


Page 18

in amount as a consequence of any difference in the net asset 
value between Class A and Class B shares.

Tax Status of the Fund's Dividends and Distributions. Dividends 
paid by the Fund derived from net investment income or net short-term 
capital gains are taxable to shareholders as ordinary income, 
whether received in cash or reinvested. Long-term capital gains 
distributions, if any, are taxable as long-term capital gains, 
whether received in cash or reinvested and regardless of how long 
Fund shares have been held. For information as to "backup" withholding 
on dividends, see "How to Redeem Shares-General Information on 
Redemptions" in the Fund's Prospectus.

The Fund currently intends to invest more than 50% of its total 
assets in securities of foreign issuers, and when its assets are 
so invested at the end of any fiscal year in which it qualifies 
as a "regulated investment company" under the Internal Revenue 
Code, it may elect the application of Section 853 of the Internal 
Revenue Code to permit shareholders to take a credit (or a deduction) 
for foreign income taxes paid by the Fund. The Fund elected the 
application of Section 853 in its fiscal year ended September 
30, 1993. Such foreign tax credit or deduction is subject to certain 
limitations under the Internal Revenue Code. See "Tax Status of 
the Fund's Dividends and Distributions" in the Additional Statement 
for further discussion of this provision.

Tax Status of the Fund. If the Fund qualifies as a "regulated 
investment company" under the Internal Revenue Code, it will not 
be liable for Federal income taxes on amounts paid by it as dividends 
and distributions. The Fund so qualified during its last fiscal 
year, and intends to qualify in current and future years, but 
reserves the right not to do so. The Internal Revenue Code contains 
a number of complex tests relating to qualification which the 
Fund might not meet in any particular year. For example, if the 
Fund derives 30% or more of its gross income from the sale of 
securities held for less than three months, it may fail to qualify 
(see "Tax Aspects of Covered Calls and Hedging Instruments" in 
the Additional Statement). If it did not qualify, the Fund would 
be treated for tax purposes as an ordinary corporation and receive 
no tax deduction for dividends and distributions paid to shareholders.

Fund Performance Information

Total Return Information. From time to time, the "average annual 
total return," "total return" and "total return at net asset value" 
of an investment in each class of shares of the Fund may be advertised. 
The "average annual total return" of each class for a particular 
period is computed by determining the average annual compounded 
rate of return over the period, using the initial amount invested 
at the beginning of the period and the redeemable value of the 
investment at the end of the period. The "total return" of each 
class for a period is a cumulative rate of return of a hypothetical 
investment over the entire period, also using the initial amount 
invested and the redeemable value at the end of the period. The 
initial amount invested assumes the payment of the Fund's current 
maximum initial sales charge applicable to Class A shares sold 
to investors other than the Trust. The Fund may also quote a "total 
return at net asset value" of each class which is total return 
calculated without considering either initial sales charge. The 
redeemable value of the investment assumes that all dividends 
and capital gains distributions have been reinvested at net asset 
value without sales charge. The "average annual total return," 
"total return" and "total return at net asset value" indicate 
the investment results an investor would have experienced over 
the stated period from changes in share price and reinvestment 
of dividends and distributions. All such performance information 
is based on historical earnings and is not intended to indicate 
future performance. "Performance, Dividend and Tax Information" 
in the Additional Statement contains more information about calculating 
the Fund's returns and other performance information.

Management's Discussion of Performance. During the Fund's fiscal 
year ended September 30, 1993, the Fund's foreign investments 
reflected a shift by the Manager toward emerging growth markets 
in Asia and Latin America, and a reduction in European investments. 
During this time, the Manager diversified the Fund's U.S. investments 
among a broad range of industries perceived to have growth opportunities. 
During the past fiscal year, the performance of the securities 
markets was impacted by a number of economic


Page 19

factors, which as to the European markets included slow growth 
rates and currency turmoil and as to the U.S. markets included 
a low interest rate environment.

Please refer to the APPENDIX following the last page of this document 
for details on the chart included at this point.


The performance graph set forth above compares the Fund's total 
return over a ten-year period with respect to Class A shares against 
the performance of the Morgan Stanley World Index, an unmanaged 
index of issuers listed on the stock exchanges of 20 foreign countries 
and the United States and widely recognized as a measure of global 
stock market performance. The Morgan Stanley World Index includes 
a factor for the reinvestment of dividends but does not reflect 
expenses or taxes. The Fund's return on Class A shares reflects 
the deduction of the current maximum sales charge of 5.75%, and 
includes reinvestment of all dividends and capital gains distributions, 
but does not consider taxes.

Additional Information

Description of the Fund and its Shares. The Board is empowered 
to issue full and fractional shares of one or more series and 
classes of series. Shares of one series having two classes (Class 
A and Class B) have been authorized, which constitute the shares 
of beneficial interest described herein. As explained in this 
Prospectus, each class has different dividends, distributions 
and expenses, and may have different net asset values.

Each shareholder is entitled to one vote per share held (and a 
fractional vote for a fractional share) on matters submitted to 
his or her vote. Only shareholders of a particular class vote 
on matters affecting only that class. On all other matters submitted 
to a vote of the shareholders, the holders of separate classes 
vote together


Page 20

as a single class. Shares do not have preemptive or subscription 
or cumulative voting rights. The Trustees may divide or combine 
the shares of a class into a greater or lesser number of shares 
without thereby changing the proportionate beneficial interest 
in the Fund. The Fund does not anticipate holding annual meetings. 
Under certain circumstances, shareholders of the Fund have the 
right to remove a Trustee. Although the Fund's Declaration of 
Trust states that when issued, shares are fully-paid and non-assessable, 
shareholders may be held personally liable as "partners" for the 
Fund's obligations; however, the risk of a shareholder incurring 
any financial loss is limited to the relatively remote circumstances 
in which the Fund is unable to meet its obligations. See "Additional 
Information" in the Additional Statement for details.

The Custodian and the Transfer Agent. The Custodian of the assets 
of the Fund is The Bank of New York. The Manager and its affiliates 
presently have banking relationships with the Custodian. See "Additional 
Information" in the Additional Statement for further information. 
The Fund's cash balances in excess of $100,000 held by the Custodian 
are not protected by Federal deposit insurance. Such uninsured 
balances at times may be substantial.

The Transfer Agent, a division of the Manager, acts as transfer 
agent and shareholder servicing agent on an at-cost basis for 
the Fund and certain of the other open-end funds advised by the 
Manager, and as transfer agent for unit investment trusts for 
the accumulation of shares of one of such funds. Shareholders 
should direct any inquiries concerning the Fund to the Fund's 
Transfer Agent at the address or toll-free phone number listed 
on page 9 of this Prospectus.

What are Some Additional Considerations for Investors?

Investors should be aware of certain other considerations before 
making a decision to invest in the Trust described herein.

The Sponsor has obtained an exemptive order of the Securities 
and Exchange Commission ("SEC") to enable it to deposit Oppenheimer 
Global Fund shares purchased for deposit in the Trust. Under the 
terms of the exemptive order, the Sponsor has agreed to take certain 
steps to ensure that investment in the Fund shares is equitable 
to all parties and particularly that the interests of the Unit 
holders are protected. The Fund has agreed to waive any sales 
charge on shares sold to the Trust. Furthermore, First Trust Advisors 
L.P. has agreed to waive its usual fee for acting as Evaluator 
of the Trust's portfolio with respect to that portion of the portfolio 
comprised of Fund shares, since information with respect to the 
price of the Fund's shares is readily available to it. In addition, 
the Indenture requires the Trustee to vote all shares of the Fund 
held in the Trust in the same manner and ratio on all proposals 
as the vote of owners of Fund shares not held by the Trust.

The value of the Fund's shares, like the value of the Treasury 
Obligations, will fluctuate over the life of the Trust and may 
be more or less than the price at which they were deposited in 
the Trust. The Fund's shares may appreciate or depreciate in value 
(or pay dividends or other distributions) depending on the full 
range of economic and market influences affecting the securities 
in which it is invested and the success of the Fund's Adviser 
in anticipating or taking advantage of such opportunities as they 
may occur. However, the Sponsor believes that, upon termination 
of the Trust, even if the Fund shares deposited in the Trust are 
worthless, an event which the Sponsor considers highly unlikely, 
the Treasury Obligations will provide sufficient principal to 
at least equal $10.00 per Unit (which is equal to the per Unit 
value upon maturity of the Treasury Obligations) for those individuals 
purchasing on the Initial Date of Deposit (or any other Date when 
the value of the Units is $10.00 or less). This feature of the 
Trust provides Unit holders with principal protection, although 
they might forego any earnings on the amount invested. To the 
extent that Units are purchased at a price less than $10.00 per 
Unit, this feature may also provide a potential for capital appreciation.

Unless a Unit holder purchases Units of the Trust on the Initial 
Date of Deposit (or another date when the value of the Units is 
$10.00 or less), total distributions, including distributions 
made upon termination of the Trust, may be less than the amount 
paid for a Unit.

The Sponsor, Adviser, Underwriter, Fund and the Trustee shall 
not be liable in any way for any default, failure or defect in any Security.


Page 21


The Trust consists of the Securities listed in Part One as may 
continue to be held from time to time in the Trust.

The Trustee has no power to vary the investments of the Trust, 
i.e., the Trustee will have no managerial power to take advantage 
of market variations to improve a Unit holder's investment but 
may dispose of Securities only under limited circumstances. See 
"How May Securities be Removed from the Trust?" Of course, the 
portfolio of the Fund will be changing as the Adviser attempts 
to achieve the Fund's objective.

To the best of the Sponsor's knowledge, there is no litigation 
pending as of the date of this Prospectus in respect of any Security 
which might reasonably be expected to have a material adverse 
effect on the Trust. At any time after the date of this Prospectus, 
litigation may be instituted on a variety of grounds with respect 
to the Securities. The Sponsor is unable to predict whether any 
such litigation will be instituted, or if instituted, whether 
such litigation might have a material adverse effect on the Trust.

                         PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price as indicated in 
Part One attached hereto. The Public Offering Price is based on 
the aggregate bid side evaluation of the Treasury Obligations 
and the net asset value of the Fund shares in the Trust, plus 
or minus cash, if any, in the Capital and Income Accounts held 
or owned by the Trust, plus a maximum sales charge of 5.5% of 
the Public Offering Price (equivalent to 5.82% of the net amount 
invested) divided by the number of outstanding Units of the Trust.

The minimum purchase in the Trust is $1,000. The applicable sales 
charge is reduced by a discount as indicated below for volume purchases:


                                        Percent of              Percent of
                                        Offering                Net Amount
Number of Units                         Price                   Invested   
_______________                         _________               __________
 10,000 but less than 50,000            0.60%                   0.6036%
 50,000 but less than 100,000           1.30%                   1.3171%
100,000 or more                         2.10%                   2.1450%


Any such reduced sales charge shall be the responsibility of the 
selling Underwriter or dealer. The reduced sales charge structure 
will apply on all purchases of Units in the Trust by the same 
person on any one day from any one underwriter or dealer. Additionally, 
Units purchased in the name of the spouse of a purchaser or in 
the name of a child of such purchaser under 21 years of age will 
be deemed, for the purposes of calculating the applicable sales 
charge, to be additional purchases by the purchaser. The reduced 
sales charges will also be applicable to a trustee or other fiduciary 
purchasing securities for a single trust estate or single fiduciary 
account. The purchaser must inform the Underwriter or dealer of 
any such combined purchase prior to the sale in order to obtain 
the indicated discount. With respect to the employees, officers 
and directors (including their immediate families and trustees, 
custodians or a fiduciary for the benefit of such person) of the 
Sponsor, Underwriters, dealers and their subsidiaries, the sales 
charge is reduced by 2.0% of the Public Offering Price for purchases 
of Units during the initial and secondary offering periods.

The Public Offering Price will be equal to the bid price per Unit 
of the Treasury Obligations and the net asset value of the Fund 
shares therein plus or minus a pro rata share of cash, if any, 
in the Capital and Income Accounts of the Trust plus the applicable 
sales charge.

The offering price of the Treasury Obligations in the Trust may 
be expected to be greater than the bid price of the Treasury Obligations 
by less than 2%.

Although payment is normally made three business days following 
the order for purchase, payment may be made prior thereto. Cash, 
if any, made available to the Sponsor prior to the date of settlement 
for the purchase of Units may be used in the Sponsor's business 
and may be deemed to be a benefit to the Sponsor, subject to the 
limitations of the Securities Exchange Act of 1934. Delivery of 
Units so ordered will be


Page 22

made five business days following such order or shortly thereafter. 
See "Rights of Unit Holders-How May Units be Redeemed?" for information 
regarding the ability to redeem Units ordered for purchase.

How are Units Distributed?

It is the intention of the Sponsor to qualify Units of the Trust 
for sale in a number of states. Sales will be made to dealers 
and others at prices which represent a concession or agency commission 
of 65% of the total sales charge for Units sold by such dealers. 
Volume concessions or agency commissions of an additional 0.40% 
of the Public Offering Price will be given to any broker/dealer 
or bank, who purchase from the Sponsor at least $250,000 on any 
day. The Sponsor reserves the right to change the amount of the 
concession or agency commission from time to time. Certain commercial 
banks are making Units of the Trust available to their customers 
on an agency basis. A portion of the sales charge paid by these 
customers is retained by or remitted to the banks in the amounts 
indicated above. Under the Glass-Steagall Act, banks are prohibited 
from underwriting Trust Units; however, the Glass-Steagall Act 
does permit certain agency transactions and the banking regulators 
have not indicated that these particular agency transactions are 
not permitted under such Act. In Texas and in certain other states, 
any banks making Units available must be registered as broker/dealers 
under state law.

Underwriters, dealers and others who, in a single month, purchase 
from the Sponsor Units of any Series of The First Trust GNMA, 
The First Trust of Insured Municipal Bonds, The First Trust Combined 
Series, The First Trust Special Situations Trust, Templeton Growth 
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities 
Trust, The Advantage Growth and Treasury Securities Trust or any 
other unit investment trust of which Nike Securities L.P. is the 
Sponsor (the "UIT Units"), which sale of UIT Units are in the 
following aggregate dollar amounts, will receive additional concessions 
from the Sponsor as indicated in the following table:


        Aggregate Monthly Amount                Additional Concession
        of UIT Units Sold                       (per $1,000 sold)     
        ________________________                _____________________
        $ 1,000,000 - $2,499,999                $0.50
        $ 2,500,000 - $4,999,999                $1.00
        $ 5,000,000 - $7,499,999                $1.50
        $ 7,500,000 - $9,999,999                $2.00
        $10,000,000 or more                     $2.50


Aggregate Monthly Dollar Amount of UIT Units Sold is based on 
settled trades for a month (including sales of UIT Units to the 
Sponsor in the secondary market which are resold), net of redemptions.

From time to time the Sponsor may implement programs under which 
dealers of the Trust may receive nominal awards from the Sponsor 
for each of their registered representatives who have sold a minimum 
number of UIT Units during a specified time period. In addition, 
at various times the Sponsor may implement other programs under 
which the sales force of a dealer may be eligible to win other 
nominal awards for certain sales efforts, or under which the Sponsor 
will reallow to any such dealer that sponsors sales contests or 
recognition programs conforming to criteria established by the 
Sponsor, or participates in sales programs sponsored by the Sponsor, 
an amount not exceeding the total applicable sales charges on 
the sales generated by such person at the public offering price 
during such programs. Also, the Sponsor in its discretion may 
from time to time pursuant to objective criteria established by 
the Sponsor pay fees to qualifying dealers for certain services 
or activities which are primarily intended to result in sales 
of Units of the Trust. Such payments are made by the Sponsor out 
of its own assets, and not out of the assets of the Trust. These 
programs will not change the price Unit holders pay for their 
Units or the amount that the Trust will receive from the Units sold.

The Sponsor may from time to time in its advertising and sales 
materials compare the then current estimated returns on the Trust 
and returns over specified periods on other similar Trusts sponsored 
by Nike Securities L.P. with returns on other taxable investments 
such as corporate or U.S. Government bonds, bank CDs and money 
market accounts or money market funds, each of which has investment 
characteristics that may differ from those of the Trust. U.S. 
Government bonds, for example, are backed by the


Page 23

full faith and credit of the U.S. Government and bank CDs and 
money market accounts are insured by an agency of the federal 
government. Money market accounts and money market funds provide 
stability of principal, but pay interest at rates that vary with 
the condition of the short-term debt market. The investment characteristics 
of the Trust are described more fully elsewhere in this Prospectus. 

Trust performance may be compared to performance on a total return 
basis with the Dow Jones Industrial Average, the S&P 500 Composite 
Price Stock Index, the Morgan Stanley World Index or other global 
indices, or performance data from Lipper Analytical Services, 
Inc. and Morningstar Publications, Inc. or from publications such 
as Money Magazine, The New York Times, U.S. News and World Report, 
Business Week, Forbes Magazine or Fortune Magazine. As with other 
performance data, performance comparisons should not be considered 
representative of the Trust's relative performance for any future period.

What are the Sponsor's Profits?

The Sponsor of the Trust will receive a gross sales commission 
equal to 5.5% of the Public Offering Price of the Units (equivalent 
to 5.82% of the net amount invested), less any reduced sales charge 
for quantity purchases as described under "Public Offering-How 
is the Public Offering Price Determined?" See "Public Offering-How 
are Units Distributed?" for information regarding the receipt 
of the excess gross sales commissions by the Sponsor from the 
Underwriters and additional concessions available to the dealers 
and others.

In maintaining a market for the Units, the Sponsor or Underwriters 
will also realize profits or sustain losses in the amount of any 
difference between the price at which Units are purchased and 
the price at which Units are resold (which price includes a sales 
charge of 5.5%) or redeemed. The secondary market public offering 
price of Units may be greater or less than the cost of such Units 
to the Sponsor or Underwriters.

Will There be a Secondary Market?

Although it is not obligated to do so, the Sponsor intends to, 
and the Underwriters may, maintain a market for the Units and 
continuously to offer to purchase Units at prices, subject to 
change at any time, based upon the aggregate bid price of the 
Treasury Obligations in the portfolio of the Trust and the net 
asset value of the Fund shares in the Trust plus or minus cash, 
if any, in the Capital and Income Accounts of the Trust. All expenses 
incurred in maintaining a secondary market, other than the fees 
of the Evaluator, the supervisory and audit expenses and the costs 
of the Trustee in transferring and recording the ownership of 
Units, will be borne by the Sponsor. If the supply of Units exceeds 
demand, or for some other business reason, the Sponsor may discontinue 
purchases of Units at such prices. IF A UNIT HOLDER WISHES TO 
DISPOSE OF HIS OR HER UNITS, HE OR SHE SHOULD INQUIRE OF THE SPONSOR 
AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION 
TO THE TRUSTEE.

                     RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

The Trustee is authorized to treat as the record owner of Units 
that person who is registered as such owner on the books of the 
Trustee. Ownership of Units may be evidenced by registered certificates 
executed by the Trustee and the Sponsor. Delivery of certificates 
representing Units ordered for purchase is normally made five 
business days following such order or shortly thereafter. Certificates 
are transferable by presentation and surrender to the Trustee 
properly endorsed or accompanied by a written instrument or instruments 
of transfer. Certificates to be redeemed must be properly endorsed 
or accompanied by a written instrument or instruments of transfer. 
A Unit holder must sign exactly as his name appears on the face 
of the certificate with signature guaranteed by a participant 
in the Securities Transfer Agents Medallion Program ("STAMP") 
or such other signature guaranty program in addition to, or in 
substitution for, STAMP, as may be accepted by the Trustee. In 
certain instances the Trustee may require additional documents 
such as, but not limited to, trust instruments, certificates of 
death, appointments as executor or administrator or certificates 
of corporate authority. Record ownership may occur before settlement.

Certificates will be issued in fully registered form, transferable 
only on the books of the Trustee in denominations of one Unit 
or any multiple thereof, numbered serially for purposes of identification.

Page 24


Unit holders may elect to hold their Units in uncertificated form. 
The Trustee will maintain an account for each such Unit holder 
and will credit each such account with the number of Units purchased 
by that Unit holder. Within two business days of the issuance 
or transfer of Units held in uncertificated form, the Trustee 
will send to the registered owner of Units a written initial transaction 
statement containing a description of the Trust; the number of 
Units issued or transferred; the name, address and taxpayer identification 
number, if any, of the new registered owner; a notation of any 
liens and restrictions of the issuer and any adverse claims to 
which such Units are or may be subject or a statement that there 
are no such liens, restrictions or adverse claims; and the date 
the transfer was registered. Uncertificated Units are transferable 
through the same procedures applicable to Units evidenced by certificates 
(described above), except that no certificate need be presented 
to the Trustee and no certificate will be issued upon the transfer 
unless requested by the Unit holder. A Unit holder may at any 
time request the Trustee to issue certificates for Units.

Although no such charge is now made or contemplated, a Unit holder 
may be required to pay $2.00 to the Trustee per certificate reissued 
or transferred and to pay any governmental charge that may be 
imposed in connection with each such transfer or exchange. For 
new certificates issued to replace destroyed, stolen or lost certificates, 
the Unit holder may be required to furnish indemnity satisfactory 
to the Trustee and pay such expenses as the Trustee may incur. 
Mutilated certificates must be surrendered to the Trustee for replacement.

How are Income and Capital Distributed?

The Trustee will distribute any net income (other than accreted 
interest) received with respect to any of the Securities in the 
Trust on or about the Distribution Dates to Unit holders of record 
on the preceding Record Date. See Part One of the Prospectus. 
Proceeds received from rebated Rule 12b-1 fees or on the sale 
of any Securities in the Trust, to the extent not used to meet 
redemptions of Units or pay expenses, will be distributed at least 
annually on each Distribution Date to Unit holders of record on 
the preceding Record Date. Income with respect to the original 
issue discount on the Treasury Obligations in the Trust, will 
not be distributed currently, although Unit holders will be subject 
to Federal income tax as if a distribution had occurred. See "What 
is the Federal Tax Status of Unit Holders?"

The Record Date and Distribution Date were established so as to 
occur shortly after the record date and the payment dates of the 
Fund. The Fund normally pays dividends on its net investment income 
annually. Net realized capital gains, if any, will be distributed 
at least annually.

Within a reasonable time after the Trust is terminated, each Unit 
holder will, upon surrender of his or her Units for redemption, 
receive: (i) the number of shares of the Fund attributable to 
his or her Units, which will be distributed "in-kind" directly 
to his or her account, rather than redeemed, (ii) a pro rata share 
of the amounts realized upon the disposition of the Treasury Obligations 
and (iii) a pro rata share of any other assets of the Trust, less 
expenses of the Trust, subject to the limitation that Treasury 
Obligations may not be sold to pay for Trust expenses. Not less 
than 60 days prior to the termination of the Trust, Unit holders 
will be offered the option of having the proceeds from the disposition 
of the Treasury Obligations in the Trust invested on the date 
such proceeds become available to the Trust, in additional shares 
of the Fund at net asset value. Such shares will not be subject 
to a sales charge or a contingent deferred sales load but such 
shares will incur Rule 12b-1 fees as do all other shares held 
directly by investors in the Fund. Unless a Unit holder indicates 
that he or she wishes to reinvest such amounts, they will be paid 
in cash, as indicated above. A Unit holder may, of course, at 
any time after the Fund shares are distributed to his or her account, 
instruct the Fund to redeem all or a portion of the shares in 
his or her account. Shares of the Fund, as more fully described 
in its prospectus, will be redeemed at the then current net asset 
value. If within 180 days after the termination of the Trust a 
registered owner of Units has not surrendered the Units, the Trustee 
shall liquidate the shares of the Fund held for such Unit holder 
and hold the funds to which such Unit holder is entitled until 
such Units are surrendered.

The Trustee will credit to the Income Account of the Trust any 
dividends, distributions or rebated Rule 12b-1 fees received on 
the Fund shares therein. All other receipts (e.g., return of principal, 
capital gains, etc.) are credited to the Capital Account of the Trust.

Page 25


The Trustee may establish reserves (the "Reserve Account") within 
the Trust for state and local taxes, if any, and any governmental 
charges payable out of the Trust.

How Can Distributions to Unit Holders be Reinvested?

Each Unit holder of the Trust will have distributions of principal, 
capital gains, if any, or income automatically invested in Fund 
shares (if Fund shares are registered in the Unit holder's state 
of residence) deposited at such share's net asset value next computed, 
unless he or she indicates at the time of purchase, or subsequently 
notifies the Trustee in writing, that he or she wishes to receive 
cash payments. Shares of the Fund obtained through reinvestment 
will not be subject to a sales charge, although such shares will 
incur Rule 12b-1 fees as do all other shares held directly by 
investors in the Fund. Reinvestment by the Trust in Fund shares 
will normally be made as of the distribution date of the Trust 
after the Trustee deducts therefrom the expenses of the Trust.

Additional information with respect to the investment objective 
and policies of the Fund is contained in its Additional Statement, 
which can be obtained from the Underwriter.

Unit holders who are receiving distributions in cash may elect 
to participate in the automatic reinvestment feature by filing 
with the Trustee an election to have such distributions reinvested 
without a sales charge. Such election must be received by the 
Trustee at least ten days prior to the Record Date applicable 
to any distribution in order to be in effect for such Record Date. 
Any such election shall remain in effect until a subsequent notice 
is received by the Trustee.

Exchange Privilege. Shares of the Fund held in a Unit holder's 
reinvestment account and of the Eligible Funds listed in "Right 
of Accumulation" in the Fund's Prospectus may be exchanged at 
net asset value per share at the time of exchange, without sales 
charge, if all of the following conditions are met: (1) shares 
of the fund selected for exchange are available for sale in the 
shareholder's state of residence; (2) the respective prospectuses 
of the funds the shares of which are to be exchanged and acquired 
offer the Exchange Privilege to the investor; (3) newly-purchased 
(by initial or subsequent investment) shares are held in an account 
for at least seven days and all other shares at least one day 
prior to the exchange; and (4) the aggregate net asset value of 
shares surrendered for exchange is at least equal to the minimum 
investment requirements of the fund the shares of which are to 
be acquired. See "Exchange Privilege" in the Fund's prospectus 
for additional information regarding the exchange procedure. THE 
EXCHANGE PRIVILEGE DOES NOT APPLY TO OPPENHEIMER GLOBAL FUND SHARES 
IN THE TRUST'S PORTFOLIO, ONLY TO A UNIT HOLDER'S REINVESTMENT ACCOUNT.

General Information on Exchanges. Shares to be exchanged are redeemed 
on the regular business day the Transfer Agent receives an exchange 
request in proper form (the "Redemption Date"). Normally, shares 
of the fund to be acquired are purchased on the Redemption Date, 
but such purchases may be delayed by either fund up to five business 
days, if it determines that it would be disadvantaged by an immediate 
transfer of the redemption proceeds. The Fund in its discretion 
reserves the right to refuse any exchange requests that will disadvantage 
it, for example, if the receipt of multiple exchange requests 
from a dealer might require the disposition of securities at a 
time or a price disadvantageous to the Fund.

The Eligible Funds have different investment objectives and policies. 
For complete information, including sales charges and expenses, 
a prospectus of the fund into which the exchange is being made 
should be read prior to an exchange. Dealers or brokers who process 
exchange orders on behalf of their customers may charge for their 
services. Those charges may be avoided by requesting the Fund 
directly to exchange shares. For Federal tax purposes, an exchange 
is treated as a redemption and purchase of shares. See "How to 
Redeem Shares-Reinvestment Privilege" in the Fund's prospectus 
for a discussion of certain tax effects of exchanges. No sales 
commissions are paid by the Distributor on exchanges of shares 
(unless a front-end sales charge is assessed on the exchange).

Pursuant to telephone exchange agreements with the Distributor, 
certain dealers, brokers and investment advisors may exchange 
their client's Fund shares by telephone, subject to the terms 
of the agreements and the Distributor's right to reject or suspend 
such telephone exchanges at any time. Because of the restrictions 
and procedures under those agreements, such exchanges may be subject 
to timing limitations


Page 26

and other restrictions that do not apply to exchanges requested 
by shareholders directly, as described above.

What Reports Will Unit Holders Receive?

The Trustee shall furnish Unit holders in connection with each 
distribution a statement of the amount of income, if any, and 
the amount of other receipts, if any, which are being distributed, 
expressed in each case as a dollar amount per Unit. Within a reasonable 
time after the end of each calendar year, the Trustee will furnish 
to each person who at any time during the calendar year was a 
Unit holder of the Trust the following information in reasonable 
detail: (1) a summary of transactions in the Trust for such year; 
(2) any Securities sold during the year and the Securities held 
at the end of such year by the Trust; (3) the redemption price 
per Unit based upon a computation thereof on the 31st day of December 
of such year (or the last business day prior thereto); and (4) 
amounts of income and capital gains distributed during such year.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his or her Units 
by tender to the Trustee at its corporate trust office in the 
City of New York of the certificates representing the Units to 
be redeemed, or in the case of uncertificated Units, delivery 
of a request for redemption, duly endorsed or accompanied by proper 
instruments of transfer with signature guaranteed as explained 
above (or by providing satisfactory indemnity, as in connection 
with lost, stolen or destroyed certificates), and payment of applicable 
governmental charges, if any. No redemption fee will be charged. 
On the third business day following such tender, the Unit holder 
will be entitled to receive in cash an amount for each Unit equal 
to the redemption price per Unit next computed after receipt by 
the Trustee of such tender of Units. The day of tender is deemed 
to be the date on which Units are received by the Trustee, except 
that as regards Units received after 4:00 p.m. Eastern time, the 
date of tender is the next day on which the NYSE is open for trading 
and such Units will be deemed to have been tendered to the Trustee 
on such day for redemption at the redemption price computed on 
that day. Units so redeemed shall be cancelled.

Any amounts paid on redemption representing income shall be withdrawn 
from the Income Account of the Trust to the extent that funds 
are available for such purpose. All other amounts paid on redemption 
shall be withdrawn from the Capital Account of the Trust.

The Trustee is empowered to sell Securities of the Trust in order 
to make funds available for redemption. To the extent that Securities 
are sold, the size and diversity of the Trust will be reduced. 
Such sales may be required at a time when Securities would not 
otherwise be sold and might result in lower prices than might 
otherwise be realized. Shares of the Fund will be sold to meet 
redemptions of Units before Treasury Obligations, although Treasury 
Obligations may be sold if the Trust is assured of retaining a 
sufficient principal amount of Treasury Obligations to provide 
funds upon maturity of the Trust at least equal to $10.00 per Unit.

The redemption price per Unit (as well as the secondary market 
Public Offering Price) will be determined on the basis of the 
bid price of the Treasury Obligations and the net asset value 
of the Fund shares in the Trust, plus or minus cash, if any, in 
the Capital and Income Accounts of the Trust, as of the close 
of trading on the NYSE on the date any such determination is made. 
The Redemption Price per Unit is the pro rata share of each Unit 
determined by the Trustee by adding: (1) the cash on hand in the 
Trust other than cash deposited in the Trust to purchase Securities 
not applied to the purchase of such Securities; (2) the aggregate 
value of the Securities (including "when issued" contracts, if 
any) held in the Trust, as determined by the Evaluator on the 
basis of bid prices of the Treasury Obligations and the net asset 
value of the Fund shares next computed; and (3) dividends or other 
distributions receivable on Fund shares trading ex-dividend as 
of the date of computation and amounts accrued, if any, for rebated 
Rule 12b-1 fees; and deducting therefrom: (1) amounts representing 
any applicable taxes or governmental charges payable out of the 
Trust; (2) an amount representing estimated accrued expenses of 
the Trust, including but not limited to fees and expenses of the 
Trustee (including legal and auditing fees), the Evaluator, the 
Supervisor and counsel fees, if any; (3) cash held for distribution 
to Unit holders of record of the Trust as of the business day prior


Page 27

to the evaluation being made; and (4) other liabilities incurred 
by the Trust; and finally dividing the results of such computation 
by the number of Units of the Trust outstanding as of the date thereof.

The right of redemption may be suspended and payment postponed 
for any period during which the NYSE is closed (other than for 
customary weekend and holiday closings) or during which the SEC 
determines that trading on the NYSE is restricted or any emergency 
exists, as a result of which disposal or evaluation of the Securities 
is not reasonably practicable, or for such other periods as the 
SEC may by order permit. Under certain extreme circumstances, 
the Sponsor may apply to the SEC for an order permitting a full 
or partial suspension of the right of Unit holders to redeem their 
Units. The Trustee is not liable to any person in any way for 
any loss or damage which may result from any such suspension or postponement.

How May Units be Purchased by the Sponsor?

The Trustee shall notify the Sponsor of any tender of Units for 
redemption. If the Sponsor's bid in the secondary market at that 
time equals or exceeds the Redemption Price per Unit, it may purchase 
such Units by notifying the Trustee before 1:00 p.m. Eastern time 
on the same business day and by making payment therefor to the 
Unit holder not later than the day on which the Units would otherwise 
have been redeemed by the Trustee. Units held by the Sponsor may 
be tendered to the Trustee for redemption as any other Units. 
In the event the Sponsor does not purchase Units, the Trustee 
may sell Units tendered for redemption in the over-the-counter 
market, if any, as long as the amount to be received by the Unit 
holder is equal to the amount he or she would have received on 
redemption of the Units.

The offering price of any Units acquired by the Sponsor will be 
in accord with the Public Offering Price described in the then 
effective prospectus describing such Units. Any profit or loss 
resulting from the resale or redemption of such Units will belong 
to the Sponsor.

How May Securities be Removed from the Trust?

The portfolio of the Trust is not "managed" by the Sponsor or 
the Trustee; their activities described herein are governed solely 
by the provisions of the Indenture. The Indenture provides that 
the Sponsor may (but need not) direct the Trustee to dispose of 
a Security in the unlikely event that an issuer of a Security 
defaults in the payment of dividends or interest or there exist 
certain other materially adverse conditions described in the Indenture.

The Trustee may also sell Securities designated by the Sponsor, 
or if not so directed, in its own discretion, for the purpose 
of redeeming Units of the Trust tendered for redemption and the 
payment of expenses; provided, however, that in the case of Securities 
sold to meet redemption requests, Treasury Obligations may only 
be sold if the Trust is assured of retaining a sufficient principal 
amount of Treasury Obligations to provide funds upon maturity 
of the Trust at least equal to $10.00 per Unit. Treasury Obligations 
may not be sold to meet Trust expenses.

        INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting, 
trading and distribution of unit investment trusts and other securities. 
Nike Securities L.P., an Illinois limited partnership formed in 
1991, acts as Sponsor for successive series of The First Trust 
Combined Series, The First Trust Special Situations Trust, The 
First Trust Insured Corporate Trust, The First Trust of Insured 
Municipal Bonds and The First Trust GNMA. First Trust introduced 
the first insured unit investment trust in 1974 and to date more 
than $8 billion in First Trust unit investment trusts have been 
deposited. The Sponsor's employees include a team of professionals 
with many years of experience in the unit investment trust industry. 
The Sponsor is a member of the National Association of Securities 
Dealers, Inc. and Securities Investor Protection Corporation and 
has its principal offices at 1001 Warrenville Road, Lisle, Illinois 
60532; telephone number (708) 241-4141. As of December 31, 1994, 
the total partners' capital of Nike Securities L.P. was $10,863,058 
(audited). (This paragraph relates only to the Sponsor and not 
to the Trust or to any series thereof or to any other Underwriter. 
The information is included herein only for the purpose of informing 
investors as to the financial responsibility


Page 28

of the Sponsor and its ability to carry out its contractual obligations. 
More detailed financial information will be made available by 
the Sponsor upon request.)

Who is the Trustee?

The Trustee is The Chase Manhattan Bank (National Association), 
a national banking association with its principal executive office 
located at 1 Chase Manhattan Plaza, New York, New York 10081 and 
its unit investment trust offices at 770 Broadway, New York, New 
York 10003. Unit holders who have questions regarding this Trust, 
may call Shareholder Financial Services, Inc. via the Customer 
Service Help Line at 1-800-682-7520. The Trustee is subject to 
supervision and examination by the Comptroller of the Currency, 
the Federal Deposit Insurance Corporation and the Board of Governors 
of the Federal Reserve System.

The Trustee, whose duties are ministerial in nature, has not participated 
in the selection of the Securities. For information relating to 
the responsibilities of the Trustee under the Indenture, reference 
is made to the material set forth under "Rights of Unit Holders."

The Trustee and any successor Trustee may resign by executing 
an instrument in writing and filing the same with the Sponsor 
and mailing a copy of a notice of resignation to all Unit holders. 
Upon receipt of such notice, the Sponsor is obligated to appoint 
a successor Trustee promptly. If the Trustee becomes incapable 
of acting or becomes bankrupt or its affairs are taken over by 
public authorities, the Sponsor may remove the Trustee and appoint 
a successor as provided in the Indenture. If upon resignation 
of the Trustee no successor has accepted the appointment within 
30 days after notification, the retiring Trustee may apply to 
a court of competent jurisdiction for the appointment of a successor. 
The resignation or removal of the Trustee becomes effective only 
when the successor Trustee accepts its appointment as such or 
when a court of competent jurisdiction appoints a successor Trustee.

Any corporation into which the Trustee may be merged or with which 
it may be consolidated, or any corporation resulting from any 
merger or consolidation to which a Trustee shall be a party, shall 
be the successor Trustee. The Trustee must be a banking corporation 
organized under the laws of the United States or any State and 
having at all times an aggregate capital, surplus and undivided 
profits of not less than $5,000,000.

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit 
holders for taking any action or for refraining from taking any 
action in good faith pursuant to the Indenture, or for errors 
in judgment, but shall be liable only for their own willful misfeasance, 
bad faith, gross negligence (ordinary negligence in the case of 
the Trustee) or reckless disregard of their obligations and duties. 
The Trustee shall not be liable for depreciation or loss incurred 
by reason of the sale by the Trustee of any of the Securities. 
In the event of the failure of the Sponsor to act under the Indenture, 
the Trustee may act thereunder and shall not be liable for any 
action taken by it in good faith under the Indenture.

The Trustee shall not be liable for any taxes or other governmental 
charges imposed upon or in respect of the Securities or upon the 
interest thereon or upon it as Trustee under the Indenture or 
upon or in respect of the Trust which the Trustee may be required 
to pay under any present or future law of the United States of 
America or of any other taxing authority having jurisdiction. 
In addition, the Indenture contains other customary provisions 
limiting the liability of the Trustee.

If the Sponsor shall fail to perform any of its duties under the 
Indenture or become incapable of acting or become bankrupt or 
its affairs are taken over by public authorities, then the Trustee 
may (a) appoint a successor Sponsor at rates of compensation deemed 
by the Trustee to be reasonable and not exceeding amounts prescribed 
by the SEC, or (b) terminate the Indenture and liquidate the Trust 
as provided herein, or (c) continue to act as Trustee without 
terminating the Indenture.

Who is the Evaluator?

The Evaluator is FT Evaluators L.P., an Illinois limited partnership 
formed in 1994 and an affiliate of the Sponsor. The Evaluator's 
address is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator 
may resign or may be removed by the Sponsor and the Trustee, in 
which event the Sponsor and the Trustee are to use their


Page 29

best efforts to appoint a satisfactory successor. Such resignation 
or removal shall become effective upon the acceptance of appointment 
by the successor Evaluator. If upon resignation of the Evaluator 
no successor has accepted appointment within 30 days after notice 
of resignation, the Evaluator may apply to a court of competent 
jurisdiction for the appointment of a successor.

The Trustee, Sponsor and Unit holders may rely on any evaluation 
furnished by the Evaluator and shall have no responsibility for 
the accuracy thereof. Determinations by the Evaluator under the 
Indenture shall be made in good faith upon the basis of the best 
information available to it, provided, however, that the Evaluator 
shall be under no liability to the Trustee, Sponsor or Unit holders 
for errors in judgment. This provision shall not protect the Evaluator 
in any case of willful misfeasance, bad faith, gross negligence 
or reckless disregard of its obligations and duties.

                        OTHER INFORMATION

How May the Indenture Be Amended or Terminated?

The Sponsor and the Trustee have the power to amend the Indenture 
without the consent of any of the Unit holders when such an amendment 
is (1) to cure any ambiguity or to correct or supplement any provision 
of the Indenture which may be defective or inconsistent with any 
other provision contained therein, or (2) to make such other provisions 
as shall not adversely affect the interest of the Unit holders 
(as determined in good faith by the Sponsor and the Trustee).

The Indenture provides that the Trust shall terminate upon the 
maturity, redemption or other disposition of the last of the Treasury 
Obligations held in the Trust but in no event beyond the Mandatory 
Termination Date indicated herein under "Summary of Essential 
Information." The Trust may be liquidated at any time by consent 
of 100% of the Unit holders of the Trust or by the Trustee in 
the event that Units of the Trust not yet sold aggregating more 
than 60% of the Units of the Trust are tendered for redemption 
by the Underwriter, including the Sponsor. If the Trust is liquidated 
because of the redemption of unsold Units of the Trust by the 
Underwriter, the Sponsor will refund to each purchaser of Units 
of the Trust the entire sales charge paid by such purchaser. In 
the event of termination, written notice thereof will be sent 
by the Trustee to all Unit holders of the Trust. Within a reasonable 
period after termination, the Trustee will follow the procedures 
set forth under "How are Income and Principal Distributed?"

Legal Opinions

The legality of the Units offered hereby and certain matters relating 
to Federal tax law have been passed upon by Chapman and Cutler, 
111 West Monroe Street, Chicago, Illinois 60603, as counsel for 
the Sponsor. Carter, Ledyard & Milburn will act as counsel for 
the Trustee and as special New York tax counsel for the Trust.

Experts

The statement of net assets, including the portfolio, of the Trust 
contained in Part One of this Prospectus has been audited by Ernst 
& Young LLP, independent auditors, as set forth in their report 
thereon appearing therein and is included in reliance upon such 
report given upon the authority of such firm as experts in accounting 
and auditing.


Page 30





             This page is intentionally left blank.


Page 31



CONTENTS:
Oppenheimer Global Growth & Treasury Securities 
    Trust
        What is Oppenheimer Global Growth & Treasury 
           Securities Trust?                                             3 
        What are the Expenses and Charges?                               3 
        What is the Federal Tax Status of Unit Holders?                  5 
        Why are Investments in the Trust Suitable for 
           Retirement Plans?                                             8
Portfolio:
        What are Treasury Obligations?                                   8
        What is Oppenheimer Global Fund?                                 8
        Fund Expenses                                                    9
        What are the Fund's Investment Policies?                        11
        Risk Factors                                                    12
        Who is the Management of Oppenheimer
          Global Fund?                                                  15
        Fund Performance Information                                    18
        Additional Information                                          19
        What are Some Additional Considerations 
           for Investors?                                               20
Public Offering:
        How is the Public Offering Price Determined?                    21
        How are Units Distributed?                                      22
        What are the Sponsor's Profits?                                 23
        Will There be a Secondary Market?                               23
Rights of Unit Holders:
        How is Evidence of Ownership Issued 
          and Transferred?                                              23
        How are Income and Capital Distributed?                         24
        How Can Distributions to Unit Holders 
          be Reinvested?                                                25
        What Reports Will Unit Holders Receive?                         26
        How May Units be Redeemed?                                      26
        How May Units be Purchased by the Sponsor?                      27
        How May Securities be Removed 
          from the Trust?                                               27
Information as to Sponsor, Trustee and Evaluator:
        Who is the Sponsor?                                             27
        Who is the Trustee?                                             28
        Limitations on Liabilities of Sponsor and Trustee               28
        Who is the Evaluator?                                           28
Other Information:
        How May the Indenture Be Amended 
          or Terminated?                                                29
        Legal Opinions                                                  29
        Experts                                                         29
                                    ___________


        THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, 
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION 
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH 
JURISDICTION.
        THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET 
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, 
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, 
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT 
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE. 

 
                  FIRST TRUST (registered trademark)



                        Oppenheimer Global 
                        Growth & Treasury 
                         Securities Trust



                            Prospectus
                             Part Two
                        December 29, 1995


               First Trust (registered trademark)
                1001 Warrenville Road, Suite 300
                      Lisle, Illinois 60532
                         1-708-241-4141




                            Trustee:

                    The Chase Manhattan Bank
                     (National Association)
                          770 Broadway
                    New York, New York 10003




                     THIS PART TWO MUST BE
                    ACCOMPANIED BY PART ONE


                   PLEASE RETAIN THIS PROSPECTUS
                       FOR FUTURE REFERENCE




Page 32



                           -APPENDIX-

The graph which appears on page 20 of the prospectus represents 
a comparison between a $10,000 investment made on June 30, 1984 
in Class A shares of Oppenheimer Global Fund and the Morgan Stanley 
World Index. The chart indicates that $10,000 invested on June 
30, 1984 in Class A shares of Oppenheimer Global Fund would be 
worth $44,894 as of June 30, 1994 as opposed to $42,707 had the 
$10,000 been invested in the Morgan Stanley World Index.



              CONTENTS OF POST-EFFECTIVE AMENDMENT
                    OF REGISTRATION STATEMENT
                                
     
     This  Post-Effective  Amendment  of  Registration  Statement
comprises the following papers and documents:

                          The facing sheet

                          The prospectus

                          The signatures

                          The Consent of Independent Auditors

                          Financial Data Schedule







                               S-1
                           SIGNATURES
     
     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant, Oppenheimer Global Growth & Treasury  Securities
Trust,  Series 1, certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused  this
Post-Effective  Amendment  of its Registration  Statement  to  be
signed on its behalf by the undersigned thereunto duly authorized
in  the  Village of Lisle and State of Illinois on  December  29,
1995.
                                    
                           OPPENHEIMER GLOBAL GROWTH & TREASURY
                              SECURITIES TRUST, SERIES 1
                                                            (Registrant)
                           By  NIKE SECURITIES L.P.
                                                             (Depositor)
                           
                           
                           By      Carlos E. Nardo
                                                   Senior Vice President
                           
     
     Pursuant to the requirements of the Securities Act of  1933,
this  Post-Effective Amendment of Registration Statement has been
signed  below by the following person in the capacity and on  the
date indicated:

Signature                  Title*                  Date

Robert D. Van Kampen  Sole Director of       )
                      Nike Securities        )
                        Corporation,         ) December 29, 1995
                    the General Partner      )
                  of Nike Securities L.P.    )
                                             )
                                             )  Carlos E. Nardo
                                             ) Attorney-in-Fact**



*The title of the person named herein represents his capacity  in
     and relationship to Nike Securities L.P., Depositor.

**An executed copy of the related power of attorney was filed  wi
     th the Securities and Exchange Commission in connection with
     the  Amendment No. 1 to Form S-6 of The First Trust  Special
     Situations Trust, Series 18 (File No. 33-42683) and the same
     is hereby incorporated herein by this reference.

                               S-2
                 CONSENT OF INDEPENDENT AUDITORS
                                

We  consent  to  the  reference to our  firm  under  the  caption
"Experts" and to the use of our report dated November 10, 1995 in
this  Post-Effective Amendment to the Registration Statement  and
related  Prospectus  of  Oppenheimer  Global  Growth  &  Treasury
Securities Trust dated December 20, 1995.



                                        ERNST & YOUNG





Chicago, Illinois
December 19, 1995





<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from Post
Effective Amendment to form S-6 and is qualified in its entirety by reference to
such Post Effective Amendment to form S-6.
</LEGEND>
<SERIES>
   <NUMBER> 001
   <NAME> OPPENHEIMER GLOBAL G&T
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   OTHER
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-22-1994
<PERIOD-END>                               AUG-31-1995
<INVESTMENTS-AT-COST>                        9,137,546
<INVESTMENTS-AT-VALUE>                       9,724,913
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                     142
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               9,725,055
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        6,245
<TOTAL-LIABILITIES>                              6,245
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     9,137,546
<SHARES-COMMON-STOCK>                          985,000
<SHARES-COMMON-PRIOR>                           50,000
<ACCUMULATED-NII-CURRENT>                      (6,103)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       587,367
<NET-ASSETS>                                 9,718,810
<DIVIDEND-INCOME>                              273,531
<INTEREST-INCOME>                              239,515
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  11,842
<NET-INVESTMENT-INCOME>                        501,204
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                      587,367
<NET-CHANGE-FROM-OPS>                        1,088,571
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (267,792)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        935,000
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       9,260,935
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>


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