OPPENHEIMER GLOBAL GROWTH & TREASURY SECURITIES TRUST SER 1
485BPOS, 1996-02-28
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                                                File No. 33-54849



               SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549-1004
                                
                         POST-EFFECTIVE
                         AMENDMENT NO. 2
                                
                               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 :  March 1, 1996
:    :  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 January 31, 1996

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 First Trust Advisors 
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. 
The Fund's 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 otherwise) 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 are 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 (determined at the time 
he acquires his Units, in the manner described above) 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. 
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 is taxable as ordinary 
income to the extent of such Fund's current and accumulated "earnings 
and profits." A Unit holder's pro


Page 5

rata portion of dividends 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 (the date on which the Units are acquired (i.e., 
the "trade date") is excluded for purposes of determining whether 
the Units have been held 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 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. Distributions of the Fund's net capital gain which 
the Fund properly designates as capital gain dividends will be 
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 for taxpayers other than corporations. 
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. If the Unit holder disposes of a 
Unit, he is deemed thereby to have disposed of his entire pro 
rata interest in all assets of the Trust involved including his 
pro rata portion of all the Securities represented by the Unit.

Distributions on the Fund shares which are taxable as ordinary 
income to the Unit holders will constitute dividends for federal 
income tax purposes. To the extent dividends received by the Fund 
are attributable to foreign corporations, a corporation that owns 
Units will not be entitled to the dividends received deduction 
with respect to the pro rata portion of such dividends, since 
the dividends received deduction is generally available only with 
respect to dividends paid by domestic corporations. However, to 
the extent dividends received by the Fund are from United States 
corporations (other than real estate investment trusts) and are 
designated by the Fund as being eligible for the dividends received 
deduction, distributions received by corporate Unit holders with 
respect to Fund shares attributable to such dividends may qualify 
for the 70% dividends received deduction, subject to limitations 
otherwise applicable to the availability of the deduction.

Limitations on Deductibility of Trust Expenses by Unit holders. 
Each Unit holder's pro rata share of each expense paid by the 
Trust is deductible by the Unitholder to the same extent as though 
the expense had been


Page 6

paid directly by him, subject to the following limitation. It 
should be noted that as a result of the Tax Reform Act of 1986, 
certain miscellaneous itemized deductions, such as investment 
expenses, tax return preparation fees and employee business expenses 
will be deductible by an individual only to the extent they exceed 
2% of such individual's adjusted gross income. Unit holders may 
be required to treat some or all of the expenses of the Trust 
as miscellaneous itemized deductions subject to this limitation.

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 will 
result in a Unit holder receiving an undivided interest in whole 
shares of the Fund plus, possibly, cash.

The potential tax consequences that may occur under an In-Kind 
Distribution will depend on whether or not a Unit holder receives 
cash in addition to Securities. 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). 
A Unit holder will not recognize gain or loss if a Unit holder 
only receives shares of the Fund in exchange for his or her pro 
rata portion in each share of the Fund held by the Trust. However, 
if a Unit holder also receives cash in exchange for a fractional 
share of a Security held by the Trust, such Unit holder will generally 
recognize gain or loss based upon the difference between the amount 
of cash received by the Unit holder and his tax basis in such 
fractional share of a Security held by the Trust.

Because the Fund will own many securities, a Unit holder who requests 
an In-Kind Distribution will have to analyze the tax consequences 
with respect to each Security owned by the Trust. The amount of 
taxable 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. 


Page 7


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.

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?"

The foregoing discussion related only to United States Federal 
Income taxes; Unit holders may be subject to state and local taxation 
in other jurisdictions. Unit holders should consult their tax 
advisers regarding potential state or local taxation with respect to the Units.

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."


Page 8


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") 
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.

*       There is a $10.00 transaction fee for redemptions paid by FedFunds 
 wire, but not for redemptions paid by ACH transfer through AccountLink.

**      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


Page 9

$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.

<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,

                                                Six Months
                                                Ended
                                                March 31, 1995
                                                (Unaudited)     1994            1993            1992            1991       
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>             <C>             <C>             <C>     
Per Share Operating Data:
Net asset value, beginning of period            $  37.69        $  35.04        $    30.03      $    32.05      $    27.63 
                                                __________      __________      __________      __________      __________
Income (loss) from investment operations:
Net investment income                                .08             .17              0.26            0.17            0.05 
Net realized and unrealized gain (loss) on
   investments and translation of assets 
   and liabilities in foreign currencies           (1.47)           6.10              4.99           (1.50)           6.14 
                                                __________      __________      __________      __________      __________
Total income (loss)
   from investment operations                       1.39            6.27              5.25           (1.33)           6.19 
                                                __________      __________      __________      __________      __________
Dividends and distributions to shareholders:
Dividends from net investment income                  -             (.25)            (0.12)          (0.11)          (0.08)
Distributions from net realized gains
   on investments                                  (3.75)          (3.37)            (0.12)          (0.58)          (1.69)
                                                __________      __________      __________      __________      __________
Total dividends and distributions
   to shareholders                                 (3.75)          (3.62)            (0.24)          (0.69)          (1.77) 
                                                __________      __________      __________      __________      __________
Net asset value, end of period                  $  32.55        $  37.69        $    35.04        $  30.03        $  32.05
                                                ==========      ==========      ==========      ==========      ==========
Total return, at Net Asset Value*                  (3.46)%         19.19%            17.67%          (4.23)%         23.71% 

Ratios/Supplemental Data:
Net assets, end of period (in thousands)        $  1,921        $  1,921        $1,388,773      $1,214,615      $1,076,336 
Average net assets (in thousands)               $  1,868        $  1,711        $1,213,098      $1,193,870      $  898,592 
Number of shares outstanding at 
        end of period (in thousands)              59,006          50,955            39,632          40,441          33,585 
Amount of debt outstanding at
        end of period (in thousands)            $   N/A              N/A        $       -       $   60,000      $   60,000 
Average amount of debt outstanding
        throughout each period (in thousands){  $   N/A              N/A        $   18,247      $   60,000      $   60,000 
Average number of shares outstanding
        throughout each period (in thousands){{     N/A              N/A            39,853          37,435          30,607 
Average amount of debt per share 
        outstanding throughout each period      $   N/A              N/A        $     0.46      $     1.60      $     1.96 
Ratios to average net assets: 
Net investment income                               .53%             .38%             0.84%           0.55%           0.22%
Expenses                                           1.17%            1.15%             1.18%           1.36%           1.65%
Portfolio turnover rate**                          43.4%           78.30%             86.9%           18.0%           19.9%

</TABLE>


<TABLE>
<CAPTION>

                                                                        Class A
                                                                Year Ended September 30,

                                                1990            1989            1988            1987            1986
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>             <C>             <C>             <C>     
Per Share Operating Data:
Net asset value, beginning of period            $  30.43        $  22.94        $  38.29        $  28.88        $  17.36
                                                __________      __________      __________      __________      __________
Income (loss) from investment operations:
Net investment income                               0.02            0.20            0.04            0.05            0.12
Net realized and unrealized gain (loss) on
   investments and translation of assets 
   and liabilities in foreign currencies            0.29            9.11           (9.70)          13.28           11.56
                                                __________      __________      __________      __________      __________
Total income (loss)
   from investment operations                       0.31            9.31           (9.66)          13.33           11.68
                                                __________      __________      __________      __________      __________
Dividends and distributions to shareholders:
Dividends from net investment income               (0.11)          (0.09)          (0.07)          (0.11)          (0.10)
Distributions from net realized gains
   on investments                                  (3.00)          (1.73)           5.62)          (3.81)          (0.06)
                                                __________      __________      __________      __________      __________
Total dividends and distributions
   to shareholders                                 (3.11)          (1.82)          (5.69)          (3.92)          (0.16)
                                                __________      __________      __________      __________      __________
Net asset value, end of period                  $  27.63        $  30.43        $  22.94        $  38.29        $  28.88
                                                ==========      ==========      ==========      ==========      ==========
Total return, at Net Asset Value*                   0.79%          42.87%         (25.17)%         52.65%          67.63%

Ratios/Supplemental Data:
Net assets, end of period (in thousands)        $719,893        $522,866        $371,438        $601,417        $372,243
Average net assets (in thousands)               $672,246        $445,819        $398,220        $473,418        $330,827
Number of shares outstanding at 
        end of period (in thousands)              26,056          17,183          16,191          15,708          12,891
Amount of debt outstanding at
        end of period (in thousands)            $ 60,000        $ 30,000        $ 30,000        $ 35,000        $ 22,000
Average amount of debt outstanding
        throughout each period (in thousands){  $ 42,877        $ 30,000        $ 31,052        $ 26,290        $ 19,058
Average number of shares outstanding
        throughout each period (in thousands){{   21,982          16,968          17,173          15,099          13,205
Average amount of debt per share 
        outstanding throughout each period      $   1.95        $   1.77        $   1.81        $   1.74        $   1.44
Ratios to average net assets: 
Net investment income                               0.16%           0.73%           0.15%           0.16%           0.47%
Expenses                                            1.68%           1.90%           1.89%           1.49%           1.60%
Portfolio turnover rate**                           27.2%           62.6%           25.2%           37.0%           25.2%

</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. Total returns are not annualized 
for periods of less than one full year.

**      The lesser of purchases or sales of portfolio securities for 
a period, divided by the monthly average of the market value of 
portfolio securities owned during the period. Securities with 
a maturity or expiration date at the time of acquisition of one 
year or less are excluded from the calculation. Purchases and 
sales of investment securities (excluding short-term securities) 
for the year ended September 30, 1994 were $1,557,137,154 and 
$1,318,260,043, respectively. Purchases and sales for the six 
months ended March 31, 1995 were $946,610,899 and $816,913,633, 
respectively.

{       Based upon daily outstanding borrowings.

{{      Based upon month-end balances.


Page 11



What are the Fund's Investment Policies?

Objective. The Fund invests its assets with the objective of capital 
appreciation. 

Investment Policies and Strategies. The Fund seeks capital appreciation 
by emphasizing investments in common stocks or convertible securities 
of "growth-type" companies. These may include securities of U.S. 
companies or foreign companies, as discussed below. The Fund may 
invest 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). The Fund may hold 
warrants and rights. Current income is not a consideration in 
the selection of portfolio securities. A portion of the Fund's 
assets may be invested in securities for liquidity purposes. 

As a matter of fundamental policy, under normal market conditions 
(when the Manager believes that the securities markets are not 
in a volatile or unstable period), the Fund invests in securities 
of issuers traded in markets in at least three different countries 
(which may include the United States). The Manager expects that 
the Fund will normally invest a substantial portion of its assets 
in foreign securities (discussed in "Foreign Securities," below).

The Fund's portfolio manager currently employs an investment strategy 
in selecting foreign and domestic securities that considers the 
effects of worldwide trends on the growth of various business 
sectors. These trends or "global themes" currently include telecommunications 
expansion, emerging consumer markets, infrastructure development, 
natural resource use and development, corporate restructuring, 
capital market development in foreign countries, health care expansion, 
and global integration. These trends, which may affect the growth 
of companies having businesses in these sectors or affected by 
their development, may suggest opportunities for investing the 
Fund's assets. The Manager does not invest a fixed or specific 
amount of the Fund's assets in any one sector, and these themes 
or this approach may change over time. 

The Fund may also seek to take advantage of changes in the business 
cycle by investing in companies that are sensitive to those changes 
as well as in "special situations" the Manager believes present 
opportunities for capital growth. For example, when a country's 
economy is expanding, companies in the financial services and 
consumer products industries may be in a position to benefit from 
changes in the business cycle and may present long-term growth 
opportunities. 

When investing the Fund's assets, the Manager considers many factors, 
including the global themes discussed above, general economic 
conditions abroad relative to the U.S. and the trends in foreign 
and domestic stock markets. The Fund may try to hedge against 
losses in the value of its portfolio of securities by using hedging 
strategies and derivative investments described below. 

When market conditions are unstable, 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 
debt securities (which are securities maturing in one year or 
less from date of purchase) will be emphasized for defensive or 
liquidity purposes, since those securities usually may be disposed 
of quickly and their prices tend not to be as volatile as the 
prices of longer term debt securities. 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. 

What are "Growth-Type" Companies? These tend to be newer companies 
that may be developing new products or services, or expanding 
into new markets for their products. While they may have what 
the Manager believes to be favorable prospects for the long-term, 
growth-type companies normally retain a large part of their earnings 
for research, development and investment in capital assets. Therefore, 
they tend not to emphasize the payment of dividends. 

Can the Fund's Investment Objective and Policies Change? The Fund 
has an investment objective, which is described above, as well 
as investment policies it follows to try to achieve its objective. 
Additionally, the Fund uses certain investment techniques and 
strategies in carrying out those investment policies. The Fund's 
investment policies and techniques are not "fundamental" unless 
this Prospectus or the Statement of


Page 12

Additional Information says that a particular policy is "fundamental." 
The Fund's investment objective is a fundamental policy. 

Fundamental policies are those that cannot be changed without 
the approval of a "majority" of the Fund's outstanding voting 
shares. The term "majority" is defined in the Investment Company 
Act to be a particular percentage of outstanding voting shares 
(and this term is explained in the Statement of Additional Information). 
The Fund's Board of Trustees may change non-fundamental policies 
without shareholder approval, although significant changes will 
be described in amendments to this Prospectus. 

Stock Investment Risks. Because the Fund normally invests most, 
or a substantial portion, of its assets in stocks, the value of 
the Fund's portfolio will be affected by changes in the stock 
markets. At times, the stock markets can be volatile, and stock 
prices can change substantially. This market risk will affect 
the Fund's net asset values per share, which will fluctuate as 
the values of the Fund's portfolio securities change. Not all 
stock prices change uniformly or at the same time, not all stock 
markets move in the same direction at the same time, and other 
factors can affect a particular stock's prices (for example, poor 
earnings reports by an issuer, loss of major customers, major 
litigation against an issuer, or changes in government regulations 
affecting an industry). Not all of these factors can be predicted. 

As discussed below, the Fund attempts to limit market risks by 
diversifying its investments, that is, by not holding a substantial 
amount of stock of any one company and by not investing too great 
a percentage of the Fund's assets in any one company. 

Because of the types of securities the Fund invests in and the 
investment techniques the Fund uses, some of which may be speculative, 
the Fund is designed for investors who are investing for the long-term 
and who are willing to accept greater risks of loss of their investment 
in the hope of achieving capital appreciation. It is not intended 
for investors seeking assured income and preservation of capital. 
Investing for capital appreciation entails the risk of loss of 
all or part of your investment. Because changes in securities 
market prices can occur at any time, there is no assurance that 
the Fund will achieve its investment objective, and when you redeem 
your shares, they may be worth more or less than what you paid for them. 

Foreign Securities. Under normal circumstances, as a matter of 
fundamental policy, the Fund will invest in the United States 
and at least three foreign countries. Otherwise, the Fund may 
invest its assets without limit in equity (and debt) securities 
issued or guaranteed by foreign companies or foreign governments 
or their agencies in any country, developed or underdeveloped. 
Foreign securities are those that are traded primarily on a foreign 
securities exchange or in the foreign over-the-counter markets. 
As of September 30, 1994, approximately 71.2% of the Fund's net 
assets were invested in foreign securities. 

The Fund will hold foreign currency only in connection with the 
purchase or sale of foreign securities. If the Fund's securities 
are held abroad, the countries in which they are held and the 
sub-custodians holding them must be approved by the Fund's Board 
of Trustees. 

Foreign securities have special risks. There are special risks 
in investing in foreign securities. Because the Fund may purchase 
securities denominated in foreign currencies or traded primarily 
in foreign markets, a change in the value of a foreign currency 
against the U.S. dollar will result in a change in the U.S. dollar 
value of those foreign securities. Foreign issuers are not required 
to use generally accepted accounting principals that apply to 
U.S. issuers. If foreign securities are not registered for sale 
in the U.S. under U.S. securities laws, the issuer does not have 
to comply with disclosure requirements that U.S. companies are 
subject to. The value of foreign investments may be affected by 
other factors, including exchange control regulations, expropriation 
or nationalization of a company's assets, foreign taxes, delays 
in settlement of transactions, changes in governmental, economic 
or monetary policy in the U.S. or abroad, or other political and 
economic factors.

In addition, it is generally more difficult to obtain court judgments 
outside the U.S. if the Fund were to sue a foreign issuer or broker. 
Additional costs may be incurred because foreign brokerage commissions 
are generally higher than U.S. rates, and there are additional 
custodial costs associated with holding securities abroad. More 
information about the risks and potential rewards of investing 
in foreign securities is contained in the Fund's Statement of 
Additional Information. 


Page 13


Portfolio Turnover. A change in the securities held by the Fund 
is known as "portfolio turnover." The Fund ordinarily does not 
engage in short-term trading to try to achieve its objective. 
As a result, the Fund's portfolio turnover is not expected to 
be more than 100% each year. The "Financial Highlights," above, 
show the Fund's portfolio turnover rate during past fiscal years. 

Portfolio turnover affects brokerage costs, dealer markups and 
other transaction costs, and results in the Fund's realization 
of capital gains or losses for tax purposes. It may also affect 
the Fund's ability to qualify as a "regulated investment company" 
under the Internal Revenue Code for tax deductions for dividends 
and capital gains distributions the Fund pays to shareholders. 
The Fund qualified in its last fiscal year and intends to do so 
in the coming year, although it reserves the right not to qualify. 

Derivative Investments. In general, a "derivative investment" 
is a specially designed investment. Its performance is linked 
to the performance of another investment or security, such as 
an option, future, index, currency or commodity. The Fund can 
invest in a number of different kinds of "derivative investments." 
They are used in some cases for hedging purposes and in other 
cases to seek to enhance total return. In the broadest sense, 
exchange-traded options and futures contracts (discussed in "Hedging," 
below) may be considered "derivative investments." 

There are special risks in investing in derivative investments. 
The company issuing the instrument may fail to pay the amount 
due on the maturity of the instrument. Also, the underlying investment 
or security on which the derivative is based might not perform 
the way the Manager expected it to perform. The performance of 
derivative investments may also be influenced by interest rate 
and stock market changes in the U.S. and abroad. All of this can 
mean that the Fund may realize less principal or income from the 
investment than expected. Certain derivative investments held 
by the Fund may trade in the over-the-counter market and may be 
illiquid. Please refer to "Restricted and Illiquid Securities" 
for an explanation. 

Special Situations. The Fund may invest in securities of companies 
that are in "special situations" that the Manager believes may 
present opportunities for capital growth. A "special situation" 
may be an event such as a proposed merger, reorganization, or 
other unusual development that is expected to occur and which 
may result in an increase in the value of a company's securities, 
regardless of general business conditions or the movement of prices 
in the securities 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. These are companies that have 
been in operation less than three years, including the operations 
of any predecessors. Securities of these companies may have limited 
liquidity (which means that the Fund may have difficulty selling 
them at an acceptable price when it wants to) and the price of 
these securities may be volatile. 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. Under the policies and procedures 
established by the Fund's Board of Trustees, the Manager determines 
the liquidity of certain of the Fund's investments. Investments 
may be illiquid because of the absence of an active trading market, 
making it difficult to value them or dispose of them promptly 
at an acceptable price. A restricted security is one that has 
a contractual restriction on its resale or which cannot be sold 
publicly until it is registered under the Securities Act of 1933. 
The Fund will not invest more than 10% of its net assets in illiquid 
or restricted securities (that limit may increase to 15% if certain 
state laws are changed or the Fund's shares are no longer sold 
in those states). The Fund's percentage limitation on these investments 
does not apply to certain restricted securities that are eligible 
for resale to qualified institutional purchasers. See "Investment 
Objective and Policies-Restricted and Illiquid Securities" in 
the Additional Statement for further details.

Warrants and Rights. Warrants basically are options to purchase 
stock at set prices that are valid for a limited period of time. 
Rights are similar to warrants but normally have a short duration 
and are distributed directly by the issuer to its shareholders. 
The Fund may invest up to 5% of its total assets in warrants or 
rights. That 5% limitation does not apply to warrants the Fund 
has acquired as part of units with other securities


Page 14

or that 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. 
These percentage limitations are fundamental policies. For further 
details, see "Investment Objective and Policies-Warrants and Rights" 
in the Additional Statement.

Repurchase Agreements. The Fund may enter into repurchase agreements. 
In a repurchase transaction, the Fund buys a security and simultaneously 
sells it to the vendor for delivery at a future date. They are 
used primarily for cash liquidity purposes.

Repurchase agreements must be fully collateralized. However, if 
the vendor fails to pay the resale price on the delivery date, 
the Fund may incur costs in disposing of the collateral and may 
experience losses if there is any delay in its ability to do so. 
The Fund will not enter into a repurchase agreement that causes 
more than 10% of its net assets to be subject to repurchase agreements 
having a maturity beyond seven days. There is no limit on the 
amount of the Fund's net assets that may be subject to repurchase 
agreements of seven days or less.

Loans of Portfolio Securities. The Fund has entered into a Securities 
Lending Agreement and Guaranty with The Bank of New York. The 
Securities Lending Agreement provides that loans must be adequately 
collateralized and may be made only in conformity with the Fund's 
Securities Lending Guidelines, adopted by the Fund's Board of 
Trustees. 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 lending its securities, the Fund has certain risks, such as 
a delay in receiving additional collateral, a delay in the return 
of the loaned securities or loss of rights in the collateral if 
the borrower fails financially. To try to reduce some of those 
risks, the Fund is the beneficiary of a guaranty provided by The 
Bank of New York. See "Loans of Portfolio Securities" in the Additional 
Statement for further information.

Borrowing. The Fund may borrow up to 10% of the value of its net 
assets from banks to buy Securities. That percentage limit is 
a fundamental policy. This is a speculative investment method 
known as "leverage." This investing technique may subject the 
Fund to greater risks and costs than funds that do not borrow. 
These risks may include the possibility that the Fund's net asset 
value per share will fluctuate more than funds that don't borrow, 
since the Fund pays interest on borrowings and interest expense 
affects the Fund's share price. Borrowing for leverage is subject 
to limits under the Investment Company Act, described in more 
detail in "Borrowing for Leverage" in the fund's Statement of 
Additional Information.

Hedging. As described below, the Fund may purchase and sell certain 
kinds of futures contracts, put and call options, forward contracts, 
and options on futures and broadly-based stock indices. These 
are all referred to as "hedging instruments." The Fund does not 
use hedging instruments for speculative purposes, and has limits 
on the use of them, described below. The hedging instruments the 
Fund may use are described below and in greater detail in "Other 
Investment Techniques and Strategies" in the fund's Statement 
of Additional Information. 

The Fund may buy and sell options, futures and forward contracts 
for a number of purposes. It may do so to try to manage its exposure 
to the possibility that the prices of its portfolio securities 
may decline, or to establish a position in the securities market 
as a temporary substitute for purchasing individual securities. 
Some of these strategies, such as selling futures, buying puts 
and writing covered calls, hedge the Fund's portfolio against 
price fluctuations. 

Other hedging strategies, such as buying futures and call options, 
tend to increase the Fund's exposure to the securities market. 
Forward contracts are used to try to manage foreign currency risks 
on the Fund's foreign investments. Foreign currency options are 
used to try to protect against declines in the dollar value of 
foreign securities the Fund owns, or to protect against an increase 
in the dollar cost of buying foreign securities. Writing covered 
call options may also provide income to the Fund for liquidity purposes. 

Futures. The Fund may buy and sell futures contracts that relate 
to (1) broadly-based stock indices (these are referred to as Stock 
Index Futures) or (2) foreign currencies (these are called Forward 
Contracts and are discussed below). 


Page 15


Put and Call Options. The Fund may buy and sell certain kinds 
of put options (puts) and call options (calls). A call or put 
option may not be purchased if the value of all of the Fund's 
put and call options would exceed 5% of the Fund's total assets. 
Calls the Fund buys or sells must be listed on a domestic securities 
or commodities exchange, or quoted on the Automated Quotation 
System of the National Association of Securities Dealers, Inc. 
In the case of puts and calls on foreign currency, they must be 
traded on a securities or commodities exchange, or be quoted by 
recognized dealers in those options. 

The Fund may buy calls only on securities, broadly-based stock 
indices, foreign currencies or Stock Index Futures, or to terminate 
its obligation on a call the Fund previously wrote. 

The Fund may write (that is, sell) call options. Each call the 
Fund writes must be "covered" while it is outstanding. That means 
the Fund must own the investment on which the call was written 
or it must own other securities that are acceptable for the escrow 
arrangements required for calls. The Fund may write calls on futures 
contracts it owns, but these calls must be covered by securities 
or other liquid assets the Fund owns and segregates to enable 
it to satisfy its obligations if the call is exercised. When the 
Fund writes a call, it receives cash (called a premium). The call 
gives the buyer the ability to buy the investment on which the 
call was written from the Fund at the call price during the period 
in which the call may be exercised. If the value of the investment 
does not rise above the call price, it is likely that the call 
will lapse without being exercised, while the Fund keeps the cash 
premium (and the investment). After the Fund writes a call, not 
more than 25% of the Fund's total assets may be subject to calls. 

The Fund may purchase put options. Buying a put on an investment 
gives the Fund the right to sell the investment at a set price 
to a seller of a put on that investment. The Fund can buy only 
those puts that relate to securities that the Fund owns, broadly-based 
stock indices, foreign currencies or Stock Index Futures. The 
Fund can buy a put on a Stock Index Future whether or not the 
Fund owns the particular Stock Index Future in its portfolio. 

The Fund may write puts on securities, broadly-based stock indices, 
foreign currencies or Stock Index Futures in an amount up to 50% 
of its total assets but only if those puts are covered by segregated 
liquid assets. In writing puts, there is a risk that the Fund 
may be required to buy the underlying security at a disadvantageous price. 

Forward Contracts. Forward contracts are foreign currency exchange 
contracts. They are used to buy or sell foreign currency for future 
delivery at a fixed price. The Fund uses them to try to "lock 
in" the U.S. dollar price of a security denominated in a foreign 
currency that the Fund has bought or sold, or to protect against 
possible losses from changes in the relative values of the U.S. 
dollar and foreign currency. The Fund limits its net exposure 
under forward contracts in a particular foreign currency to the 
amount of its assets denominated in that currency or denominated 
in a closely-correlated currency. 

Hedging Instruments can be volatile investments and may involve 
special risks. The use of hedging instruments requires special 
skills and knowledge of investment techniques that are different 
from what is required for normal portfolio management. If the 
Manager uses a hedging instrument at the wrong time or judges 
market conditions incorrectly, hedging strategies may reduce the 
Fund's return. The Fund could also experience losses if the prices 
of its futures and options positions were not correlated with 
its other investments or if it could not close out a position 
because of an illiquid market for the future or option. 

Options trading involves the payment of premiums and has special 
tax effects on the Fund. There are also special risks in particular 
hedging strategies. If a covered call written by the Fund is exercised 
on a security that has increased in value, the Fund will be required 
to sell the security at the call price and will not be able to 
realize any profit if the security has increased in value above 
the call price. 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. These risks and 
the hedging strategies the Fund may use are described in greater 
detail in the fund's Statement of Additional Information. 

Short Sales Against-the-Box. In a short sale, the seller does 
not own the security that is sold, but normally borrows the security 
to fulfill its delivery obligation. The seller later buys the 
security to repay the loan, in the expectation that the price 
of the security will be lower when the purchase is made, resulting 
in a gain.


Page 16

The Fund may not sell securities short except in collateralized 
transactions referred to as "short sales against-the-box." As 
a fundamental policy, no more than 15% of the Fund's net assets 
will be held as collateral for such short sales at any one time.

Investment Restrictions. The Fund has certain investment restrictions 
that are fundamental policies. Under these restrictions, the Fund 
cannot do any of the following: (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. All of the percentage limitations 
described above and elsewhere in this Prospectus (other than the 
percentage limits that apply to borrowing), apply only at the 
time the Fund purchases a security, and the Fund need not dispose 
of a security merely because the size of the Fund's assets has 
changed or the security has increased in value relative to the 
size of the Fund. There are other fundamental policies discussed 
in the fund's Statement of Additional Information.

Who is the Management of Oppenheimer Global Fund?

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.

Organization and History. The Fund was originally incorporated 
in Maryland in 1969 but was reorganized in 1986 as a Massachusetts 
business trust. The Fund is an open-end, diversified management 
investment company, with an unlimited number of authorized shares 
of beneficial interest. 

The Fund is governed by a Board of Trustees, which is responsible 
for protecting the interests of shareholders under Massachusetts 
law. The Trustees periodically meet throughout the year to oversee 
the Fund's activities, review its performance, and review the 
actions of the Manager. "Trustees and Officers of the Fund" in 
the fund's Statement of Additional Information names the Trustees 
and Officers of the Fund and provides more information about them. 
Although the Fund is not required by law to hold annual meetings, 
it may hold shareholder meetings from time to time on important 
matters, and shareholders have the right to call a meeting to 
remove a Trustee or to take other action described in the Fund's 
Declaration of Trust. 

The Board of Trustees has the power, without shareholder approval, 
to divide unissued shares of the Fund into two or more classes. 
The Board has done so, and the Fund currently has three classes 
of shares, Class A, Class B and Class C. Each class invests in 
the same investment portfolio. Each class has its own dividends 
and distributions and pays certain expenses, which may be different 
for the different classes. Each class may have a different net 
asset value. Each share has one vote at shareholder meetings, 
with fractional shares voting proportionally. Only shares of a 
particular class vote as a class on matters that affect that class 
alone. Shares are freely transferable. 

The Manager and Its Affiliates. The Fund is managed by the Manager, 
Oppenheimer Management Corporation, which is responsible for selecting 
the Fund's investments and handles its day-to-day business. The 
Manager carries out its duties, subject to the policies established 
by the Board of Trustees, under an Investment Advisory Agreement 
which states the Manager's responsibilities. The Agreement sets 
forth the fees paid by the Fund to the Manager and describes the 
expenses that the Fund is responsible to pay to conduct its business. 

The Manager has operated as an investment adviser since 1959. 
The Manager (including a subsidiary) currently manages investment 
companies, including other Oppenheimer Funds, with assets of more 
than $35 billion as of June 30, 1995, and with more than 2.6 million 
shareholder accounts. The Manager is owned by Oppenheimer Acquisition 
Corp., a holding company that is owned in part by senior officers 
of the Manager and controlled by Massachusetts Mutual Life Insurance 
Company. 

Portfolio Manager. The Portfolio Manager of the Fund is William 
L. Wilby. He is a Senior Vice President of the Manager. He has 
been the person principally 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 an 
international investment strategist


Page 17

at Brown Brothers, Harriman & Co. and a Managing Director and 
Portfolio Manager at AIG Global Investors. 

Fees and Expenses. Under the Investment Advisory Agreement that 
became effective June 27, 1994 the Fund pays the Manager the following 
annual fees, which decline on additional assets as the Fund grows: 
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% of aggregate net assets in excess 
of $2 billion. The Manager has voluntarily agreed to reduce the 
management fee to which it is entitled under the Agreement to 
0.65% on assets in excess of $3.5 billion. The management fee 
rates that were in effect prior to June 27, 1994 were: 0.75% of 
the first $200 million of aggregate net assets, 0.72% of the next 
$200 million, 0.69% of the next $200 million, 0.66% of the next 
$200 million, 0.60% of the next $200 million and 0.57% of net 
assets over $1 billion. The Fund's management fee for its last 
fiscal year ended September 30, 1994, was 0.73% of average annual 
net assets for both its Class A and Class B shares. These rates 
have been restated in the "Annual Fund Operating Expenses" table 
on page 9 to reflect the fact that the fee rates were reduced 
effective June 27, 1994. 

The Fund pays expenses related to its daily operations, such as 
custodian fees, Trustees' fees, transfer agency fees, legal fees 
and auditing costs. Those expenses are paid out of the Fund's 
assets and are not paid directly by shareholders. However, those 
expenses reduce the net asset value of shares, and therefore are 
indirectly borne by shareholders through their investment. More 
information about the Investment Advisory Agreement and the other 
expenses paid by the Fund is contained in the fund's Statement 
of Additional Information. 

There is also information about the Fund's brokerage policies 
and practices in "Brokerage Policies of the Fund" in the fund's 
Statement of Additional Information. That section discusses how 
brokers and dealers are selected for the Fund's portfolio transactions. 
When deciding which brokers to use, the Manager is permitted by 
the Investment Advisory Agreement to consider whether brokers 
have sold shares of the Fund or any other funds for which the 
Manager serves as investment advisor. 

The Distributor. The Fund's shares are sold through dealers and 
brokers that have a sales agreement with Oppenheimer Funds Distributor, 
Inc., a subsidiary of the Manager that acts as the Fund's Distributor. 
The Distributor also distributes the shares of other mutual funds 
managed by the Manager (the "Oppenheimer Funds") and is sub-distributor 
for funds managed by a subsidiary of the Manager. 

The Transfer Agent. The Fund's transfer agent is Oppenheimer Shareholder 
Services, a division of the Manager, which acts as the shareholder 
servicing agent for the Fund and the other Oppenheimer Funds on 
an "at-cost" basis. Fund shareholders should direct inquiries 
about their accounts to the Transfer Agent at P.O. Box 5270, Denver, 
Colorado 80217 (1-800-525-7048).

Fund Performance Information

Explanation of Performance Terminology. The Fund uses the terms 
"total return" and "average annual total return" to illustrate 
its performance. The performance of each class of shares is shown 
separately, because the performance of each class will usually 
be different as a result of the different kinds of expenses each 
class bears. These returns measure the performance of a hypothetical 
account in the Fund over various periods, and do not show the 
performance of each shareholder's account (which will vary if 
dividends are received in cash, or shares are sold or purchased). 
The Fund's performance information may help you see how well your 
Fund has done over time and to compare it to other funds or market indices. 

It is important to understand that the Fund's total returns represent 
past performance and should not be considered to be predictions 
of future returns or performance. This performance data is described 
below, but more detailed information about how total returns are 
calculated is contained in the Statement of Additional Information, 
which also contains information about other ways to measure and 
compare the Fund's performance. The Fund's investment performance 
will vary over time, depending on market conditions, the composition 
of the portfolio, expenses and which class of shares you purchase. 

Total Returns. There are different types of total returns used 
to measure the Fund's performance. Total return is the change 
in value of a hypothetical investment in the Fund over a given 
period, assuming that all dividends


Page 18

and capital gains distributions are reinvested in additional shares. 
The cumulative total return measures the change in value over 
the entire period (for example, ten years). An average annual 
total return shows the average rate of return for each year in 
a period that would produce the cumulative total return over the 
entire period. However, average annual total returns do not show 
the Fund's actual year-by-year performance. 

When total returns are quoted for Class A shares, they reflect 
the payment of the current maximum initial sales charge. Total 
returns may also be quoted "at net asset value," without considering 
the effect of the sales charge, and those returns would be reduced 
if sales charges were deducted. 

How Has the Fund Performed? Below is a discussion by the Manager 
of the Fund's performance during its last fiscal year ended September 
30, 1994, followed by a graphical comparison of the Fund's performance 
to an appropriate broad-based market index. 

Management's Discussion of Performance. During the last fiscal 
year ended September 30, 1994, global stock markets were volatile. 
The Fund's performance benefited from the Manager's emphasis in 
securities of companies located in Asia, Australia and in Latin 
America during the fourth quarter of 1993. However, the Manager 
reduced the Fund's investments in Asia and Australia in early 
1994 and invested a larger portion of the Fund's assets defensively, 
in short-term debt securities, because of concern that some global 
stocks were over-priced. That strategy allowed the Fund to diminish 
the impact of the market decline which occurred in Asia and Australia 
in the first quarter of 1994. In the third quarter of 1994, the 
Manager increased the Fund's investments in Asia and Australia 
and the Fund again benefited from a rally in those markets. The 
Fund also emphasized investments in companies with strong earnings 
potential driven by strategic reorganizations, acquisitions, divestitures, 
and the privatization of state-owned industries. The Manager also 
emphasized investments in securities of U.S. companies in the 
technology sector. The Fund's large investment in telecommunications 
and bank securities of Mexican and Argentine companies during 
1994 had a negative effect on the Fund's performance because of 
downturns in those markets. 

Comparing the Fund's Performance to the Market. The graphs below 
show the performance of a hypothetical $10,000 investment in Class 
A shares of the Fund held until September 30, 1994.Performance 
is measured over a ten-year period.

The Fund's performance is compared to 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. 
It is widely recognized as a measure of global stock market performance. 
Index performance reflects the reinvestment of dividends but does 
not consider the effect of capital gains or transaction costs, 
and none of the data below shows the effect of taxes. Also, the 
Fund's performance reflects the deduction of the current maximum 
sales charge of 5.75% for Class A shares and reinvestment of all 
dividends and capital gains distributions, and the effect of Fund 
business and operating expenses. While index comparisons may be 
useful to provide a benchmark for the Fund's performance, it must 
be noted that the Fund's investments are not limited to the securities 
in the Morgan Stanley World Index. Moreover, the index performance 
data does not reflect any assessment of the risk of the investments 
included in the index.


Page 19


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

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


Page 20

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.

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


Page 21

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 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


Page 22

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 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


Page 23

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.

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


Page 24

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.

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.


Page 25


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 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


Page 26

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 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

Page 27


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 $9 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 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


Page 28

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 First Trust Advisors L.P., an Illinois limited 
partnership formed in 1991 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 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 29



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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?                        12
        Who is the Management of Oppenheimer
          Global Fund?                                                  17
        Fund Performance Information                                    18
        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?                                           29
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
                        January 31, 1996



                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 September 30, 
1984 in Class A shares of Oppenheimer Global Fund and the Morgan 
Stanley World Index. The chart indicates that $10,000 invested 
on September 30, 1984 in Class A shares of Oppenheimer Global 
Fund would be worth $48,341 as of September 30, 1994 as opposed 
to $41,273 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 March 1, 1996.
                                    
                           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,         )  March 1, 1996
                    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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