OPPENHEIMER GROWTH & INCOME FUND
N-8A, 1995-03-31
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM N-8A

                         NOTIFICATION OF REGISTRATION
                     FILED PURSUANT TO SECTION 8(a) OF THE
                        INVESTMENT COMPANY ACT OF 1940


The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions
of Section 8(a) of the Investment Company Act of 1940 and in connection
with such notification of registration submits the following information:

Name:  Oppenheimer Growth & Income Fund

Address of Principal Business Office (No. & Street, City, State, Zip
Code):

                3410 South Galena Street, Denver, Colorado 80231

Telephone Number (including area code):  (303) 671-3200

Name and address of agent for service of process:

                            Andrew J. Donohue, Esq.
                  Executive Vice President & General Counsel
                      Oppenheimer Management Corporation
                      Two World Trade Center - Suite 3400
                         New York, New York 10048-0203

Check Appropriate Box:

Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of Form
N-8A:
                      Yes   X               No 
                           ---                 ---
--------------------------------------------------------------------------
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed
on its behalf in the City of New York and State of New York on the 29th
day of March, 1995.

                                 OPPENHEIMER GROWTH & INCOME FUND


                                 By: /s/ Andrew J. Donohue
                                 -------------------------------------
                                     Andrew J. Donohue, Vice President


Attest: /s/ Robert G. Zack
        -----------------------------------
        Robert G. Zack, Assistant Secretary



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