Oppenheimer Capital Appreciation Fund – ‘N14AE24’ on 4/13/95

As of:  Thursday, 4/13/95   ·   Accession #:  319767-95-7   ·   File #:  33-58595

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Registration Statement of an Open-End Investment Company (Business Combination)   —   Form N-14
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N14AE24     Registration Statement of an Open-End Investment     212±   992K 
                          Company (Business Combination)                         
 3: EX-5        Opinion re: Legality                                   3     14K 
 2: EX-23       Consent of Experts or Counsel                          1      5K 

N14AE24   —   Registration Statement of an Open-End Investment Company (Business Combination)
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 13, 1995          

                        Registration No. 2-69719
                                        811-3105

                          SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                           FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        / X /            

PRE-EFFECTIVE AMENDMENT NO.                           /   /     

POST-EFFECTIVE AMENDMENT NO.                         /   /      

                           OPPENHEIMER TARGET FUND
                          (Exact Name of Registrant as Specified in Charter)

                           Two World Trade Center, New York, New York 10048-0203
                          (Address of Principal Executive Offices)

                          212-323-0200
                           (Registrant's Telephone Number)

                           Andrew J. Donohue, Esq.
                          Executive Vice President & General Counsel
                          Oppenheimer Management Corporation
                           Two World Trade Center, New York, New York 10048-0203
                          (212) 323-0256
                           (Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.      
(Approximate Date of Proposed Public Offering)                                  

It is proposed that this filing will become effective on May 15, 1995,          
pursuant to Rule 488.                                                           

No filing fee is due because the Registrant has previously registered an        
indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the       
year ended December 31, 1994 was filed on February 27, 1995.                    

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                          CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:         

                           Front Cover
                           Contents Page
                           Cross-Reference Sheet

                          Part A

                           Proxy Statement for Oppenheimer Time Fund
                           and
                          Prospectus for Oppenheimer Target Fund

                          Part B

                           Statement of Additional Information

                          Part C

                           Other Information
                          Signatures
                          Exhibits

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                           FORM N-14
                           OPPENHEIMER TARGET FUND
                           Cross Reference Sheet

Part A of                                                                       
Form N-14                                                                       
Item No.  Proxy Statement and Prospectus Heading and/or Title of Document       
--------- ---------------------------------------------------------------       
1       (a)    Cross Reference Sheet                                            
(b)    Front Cover Page                                         
(c)    *                                                        
2       (a)    *                                                                
(b)    Table of Contents                                        
3       (a)    Table of Fees                                                    
(b)    Synopsis                                                 
(c)    Principal Risk Factors                                   
4       (a)    Synopsis; Approval of the Reorganization; Comparison between the 
              Fund and Target Fund; Method of Carrying Out the Reorganization;
Miscellaneous Information                         
(b)    Approval of the Reorganization - Capitalization Table    
5       (a)    Registrant's Prospectus; Additional Information                  
(b)    *                                                        
(c)    *                                                        
(d)    *                                                        
(e)    Comparison between the Fund and Target Fund              
(f)    Comparison between the Fund and Target Fund              
6       (a)    Prospectus of Oppenheimer Time Fund; Front Cover Page            
(b)    Comparison between the Fund and Target Fund              
(c)    *                                                        
(d)    *                                                        
7       (a)    Introduction; Synopsis                                           
(b)    *                                                        
(c)    Introduction; Approval of the Reorganization             
8       (a)    Proxy Statement                                                  
(b)    *                                                        
9              *                                                                

Part B of                                                                       
Form N-14                                                                       
Item No.       Statement of Additional Information Heading                      
--------- -------------------------------------------                           
10             Cover Page                                                       
11             Table of Contents                                                
12      (a)    Registrant's Statement of Additional Information                 
(b)    *                                                        
13      (a)    Statement of Additional Information about Oppenheimer Time Fund  
(b)    *                                                        
14             Registrant's Statement of Additional Information; Statement of   
        Additional Information about Oppenheimer Time Fund; Annual
            Report of Oppenheimer Time Fund at 6/30/94; Semi-Annual Report
              of Oppenheimer Time Fund at 12/31/94; Registrant's Annual Report
at 12/31/94                                       

Part C of                                                                       
Form N-14                                                                       
Item No.       Other Information Heading                                        
--------- -------------------------                                             
15             Indemnification                                                  
16             Exhibits                                                         
17             Undertakings                                                     

_______________                                                                 
* Not Applicable or negative answer                                             

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                          SCHEDULE 14A
                          (Rule 14a-101)
                           INFORMATION REQUIRED IN PROXY STATEMENT
                          SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities                     
                          Exchange Act of 1934 (Amendment No.      )

Filed by the registrant                         / x /                           

Filed by a party other than the registrant      /   /                           

Check the appropriate box:                                                      
/ X /     Preliminary proxy statement                                           

/   /     Definitive proxy statement                                            

/   /     Definitive additional materials                                       

/   /     Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12         

                           Oppenheimer Target Fund
------------------------------------------------------------------              
                          (Name of Registrant as Specified in Its Charter)

                           Oppenheimer Time Fund
------------------------------------------------------------------              
                          (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):                              
/   /     $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-        
6(j)(2).                                                    

/   /     $500 per each party to the controversy pursuant to Exchange Act       
Rule 14a-6(i)(3).                                           

/   /     Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and    
0-11.                                                       

(1)   Title of each class of securities to which transaction applies:           
------------------------------------------------------------------              
(2)   Aggregate number of securities to which transaction applies:              
------------------------------------------------------------------              
(3)   Per unit price or other underlying value of transaction computed          
pursuant to Exchange Act Rule 0-11:(1)                              
------------------------------------------------------------------              
(4)   Proposed maximum aggregate value of transaction:                          
------------------------------------------------------------------              
/   /     Check box if any part of the fee is offset as provided by Exchange    
Act Rule 0-11(a)(2) and identify the filing for which the   
     offsetting fee was paid previously.  Identify the previous filing
     by registration statement number, or the form or schedule and the
date of its filing.                                         
------------------------------------------------------------------              
(1)   Amount previously paid:                                                   
------------------------------------------------------------------              
(2)   Form, schedule or registration statement no.:                             
------------------------------------------------------------------              
(3)   Filing Party:                                                             
------------------------------------------------------------------              
(4)   Date Filed:                                                               

-----------------------                                                         
(1) Set forth the amount on which the filing fee is calculated and state        
how it was determined.                                                          

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Preliminary Copy - For the Information of the Securities and Exchange           
Commission Only                                                                 

OPPENHEIMER TIME FUND                                                           
Two World Trade Center, New York, New York  10048-0203                          
1-800-525-7048                                                                  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS                                       
TO BE HELD JUNE 20, 1995                                                        

To the Shareholders of Oppenheimer Time Fund:                                   

Notice is hereby given that a Special Meeting of the Shareholders of            
Oppenheimer Time Fund (the "Fund"), a registered management investment          
company, will be held at 3410 South Galena Street, Denver, Colorado 80231,      
at 10:00 A.M., Denver time, on June 20, 1995, or any adjournments thereof       
(the "Meeting"), for the following purposes:                                    

1.      To approve or disapprove an Agreement and Plan of Reorganization        
between the Fund and Oppenheimer Target Fund ("Target Fund") and which          
contemplates the transfer of substantially all the assets of the Fund, in       
exchange for Class A shares of Target Fund, the distribution of such Class      
A shares to the shareholders of the Fund in complete liquidation of the         
Fund, the de-registration of the Fund as an investment company under the        
Investment Company Act of 1940, as amended, and the cancellation of the         
outstanding shares of the Fund (The Proposal); and                              

2.      To act upon such other matters as may properly come before the          
Meeting.                                                                        

Shareholders of record at the close of business on April 21, 1995 are           
entitled to notice of, and to vote at, the Meeting.  The Proposal is more       
fully discussed in the Proxy Statement and Prospectus.  Please read it          
carefully before telling us, through your proxy or in person, how you wish      
your shares to be voted.  The Fund's Board of Trustees recommends a vote        
in favor of the Proposal.  WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED      
PROXY PROMPTLY.                                                                 

By Order of the Board of Trustees,                                              

Andrew J. Donohue, Secretary                                                    

May __, 1995                                                                    
_______________________________________________________________________         
Shareholders who do not expect to attend the Meeting are requested to           
indicate voting instructions on the enclosed proxy and to date, sign and        
return it in the accompanying postage-paid envelope.  To avoid unnecessary      
duplicate mailings, we ask your cooperation in promptly mailing your proxy      
no matter how large or small your holdings may be.                              

320                                                                             

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Preliminary Copy - For the Information of the Securities and Exchange           
Commission Only                                                                 

OPPENHEIMER TARGET FUND                                                         
Two World Trade Center, New York, New York 10048-0203                           
1-800-525-7048                                                                  

PROXY STATEMENT AND PROSPECTUS                                                  

Oppenheimer Target Fund ("Target Fund") has filed with the Securities and       
Exchange Commission (the "SEC") a Registration Statement on Form N-14           
relating to the registration of shares of Target Fund to be offered to the      
shareholders of Oppenheimer Time Fund (the "Fund"), located at Two World        
Trade Center, New York, New York  10048-0203 (telephone 1-800-525-7048),        
pursuant to an Agreement and Plan of Reorganization (the "Reorganization        
Agreement") between Target Fund and the Fund.  This Proxy Statement of the      
Fund relating to the Reorganization Agreement and the transactions              
contemplated thereby (the "Reorganization") also constitutes a Prospectus       
of Target Fund filed as part of such Registration Statement.  Target Fund       
is a mutual fund that seeks capital appreciation as its investment              
objective by investing in securities of "growth-type" companies and             
cyclical industries.                                                            

This Proxy Statement and Prospectus sets forth concisely information about      
Target Fund that shareholders of the Fund should know before voting on the      
Reorganization.  A copy of the Prospectus for Target Fund, dated May 1,         
1995, is enclosed, and is incorporated herein by reference.  The following      
documents have been filed with the SEC and are available without charge         
upon written request to Oppenheimer Shareholder Services ("OSS"), the           
transfer and shareholder servicing agent for Target Fund and the Fund, at       
P.O. Box 5270, Denver, Colorado 80217, or by calling the toll-free number       
shown above: (i) a Prospectus for the Fund, dated October 21, 1994,             
supplemented April 13, 1995; (ii) a Statement of Additional Information         
about the Fund, dated October 21, 1994, supplemented January 3, 1995; and       
(iii) a Statement of Additional Information about Target Fund, dated May        
1, 1995, (the "Target Fund Additional Statement").  The Target Fund             
Additional Statement, which is incorporated herein by reference, contains       
more detailed information about Target Fund and its management.  A              
Statement of Additional Information relating to the Reorganization, dated       
May __, 1995, has been filed with the SEC as part of the Target Fund            
Registration Statement on Form N-14 and is incorporated by reference            
herein, and is available by written request to OSS at the same address          
immediately above or by calling the toll-free number shown above.               

Investors are advised to read and retain this Proxy Statement and               
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 ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION      
TO THE CONTRARY IS A CRIMINAL OFFENSE.                                          

This Proxy Statement and Prospectus is dated May __, 1995.                      

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TABLE OF CONTENTS                                                               
PROXY STATEMENT AND PROSPECTUS                                                  
Page                                                                            
Introduction                                                                    
General                                                                 
Record Date; Vote Required; Share Information                           
Proxies                                                                 
Costs of the Solicitation and the Reorganization                        
Comparative Fee Table                                                           
Synopsis                                                                        
Parties to the Reorganization                                           
The Reorganization                                                      
Reasons for the Reorganization                                          
Tax Consequences of the Reorganization                                  
Investment Objectives and Policies                                      
Investment Advisory and Service Plan Fees                               
Purchases, Exchanges and Redemptions                                    
Principal Risk Factors                                                          
Approval of the Reorganization (The Proposal)                                   
Reasons for the Reorganization                                          
The Reorganization                                                      
Tax Aspects of the Reorganization                                       
Capitalization Table (Unaudited)                                        
Comparison Between the Fund and Target Fund                                     
Investment Objectives and Policies                                      
Special Investment Methods                                              
Investment Restrictions                                                 
Portfolio Turnover                                                      
Brokerage Practices                                                     
Expense Ratios and Performance                                          
Shareholder Services                                                    
Rights of Shareholders                                                  
Management and Distribution Arrangements                                
Target Fund Performance                                                 
Purchase of Additional Shares                                           
Method of Carrying Out the Reorganization                                       
Miscellaneous                                                                   
Additional Information - Target Fund Performance                        
Financial Information                                                   
Public Information                                                      
Other Business                                                                  
Annex A - Agreement and Plan of Reorganization, dated March ___, 1995, by       
and between                                                                     
Oppenheimer Time Fund and Oppenheimer Target Fund    A-1                

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Preliminary Copy - For the Information of the Securities and Exchange           
Commission Only                                                                 

OPPENHEIMER TARGET FUND                                                         
Two World Trade Center, New York, New York  10048-0203                          
1-800-525-7048                                                                  

PROXY STATEMENT AND PROSPECTUS                                                  

Special Meeting of Shareholders                                                 
to be held June 20, 1995                                                        

INTRODUCTION                                                                    

General                                                                         

This Proxy Statement and Prospectus is being furnished to the shareholders      
of Oppenheimer Time Fund (the "Fund"), a registered management investment       
company, in connection with the solicitation by the Fund's Board of             
Trustees (the "Board") of proxies to be used at the Special Meeting of          
Shareholders of the Fund to be held at 3410 South Galena Street, Denver,        
Colorado 80231, at 10:00 A.M., Denver time, on June 20, 1995, or any            
adjournments thereof (the "Meeting").  It is expected that the mailing of       
this Proxy Statement and Prospectus will commence on or about May 14,           
1995.                                                                           

At the Meeting, shareholders of the Fund will be asked to approve an            
Agreement and Plan of Reorganization (the "Reorganization Agreement")           
between the Fund and Oppenheimer Target Fund, including the transfer of         
substantially all the assets of the Fund (consisting of Class A shares)         
in exchange for Class A shares of Target Fund, the distribution of such         
Class A shares to the shareholders of the Fund in complete liquidation of       
the Fund, the deregistration of the Fund as an investment company under         
the Investment Company Act of 1940, as amended (the "Investment Company         
Act"), and the cancellation of the outstanding shares of the Fund.  Target      
Fund currently offers Class A shares with a sales charge imposed at the         
time of purchase (certain purchases aggregating $1.0 million or more are        
not subject to a sales charge, but may be subject to a contingent deferred      
sales charge).  Target Fund also offers Class C shares which are offered        
without a sales or front-end sales charge, although an investor may pay         
a sales charge when shares are redeemed, depending on how long they are         
held.  A contingent deferred sales charge is imposed on most Class C            
shares redeemed within 12 months of purchase.  The Class A shares to be         
issued by Target Fund pursuant to the Reorganization will be issued at net      
asset value without a sales charge.                                             

Record Date; Vote Required; Share Information                                   

The Board has fixed the close of business on April 21, 1995 as the record       
date (the "Record Date") for the determination of shareholders entitled         
to notice of, and to vote at, the Meeting.  An affirmative vote of the          
holders of a majority of the outstanding shares of the Fund entitled to         
vote at the Meeting is required for approval of the Proposal.  Each             
shareholder will be entitled to one vote for each share and a fractional        
vote for each fractional share held of record at the close of business on       
the Record Date.  Only shareholders of the Fund will vote on the                
Reorganization.  The vote of shareholders of Target Fund is not being           
solicited.                                                                      

At the close of business on the Record Date, there were approximately           
_____________ shares of the Fund issued and outstanding.  The presence in       
person or by proxy of the holders of a majority of such shares constitutes      
a quorum for the transaction of business at the Meeting.  To the knowledge      
of the Fund, as of the Record Date, no person owned of record or                
beneficially 5% or more of its outstanding shares except                        
for____________________________________________, which owned of record          
___________ shares of the Fund (___% of the outstanding shares of the Fund      
as of such date).  As of the Record Date, to the knowledge of Target Fund,      
no person owned of record or beneficially 5% or more of its outstanding         
shares except for _____________, which owned of record  ___________ shares      
of Target Fund (___% of the outstanding shares of Target Fund as of such        
date).                                                                          

Proxies                                                                         

The enclosed form of proxy, if properly executed and returned, will be          
voted (or counted as an abstention or withheld from voting) in accordance       
with the choices specified thereon, and will be included in determining         
whether there is quorum to conduct the Meeting.  The proxy will be voted        
in favor of the Proposal unless a choice is indicated to vote against or        
to abstain from voting on the Proposal.                                         

Shares owned of record by broker-dealers for the benefit of their               
customers ("street account shares") will be voted by the broker-dealer          
based on instructions received from its customers.  If no instructions are      
received, the broker-dealer may (if permitted under applicable stock            
exchange rules), as record holder, vote such shares on the Proposal in the      
same proportion as that broker-dealer votes street account shares for           
which voting instructions were received in time to be voted.  If a              
shareholder executes and returns a proxy but fails to indicate how the          
votes should be cast, the proxy will be voted in favor of the Proposal.         
The proxy may be revoked at any time prior to the voting thereof by: (i)        
writing to the Secretary of the Fund at Two World Trade Center, 34th            
Floor, New York, New York 10048-0203; (ii) attending the Meeting and            
voting in person; or (iii) signing and returning a new proxy (if returned       
and received in time to be voted).                                              

Costs of the Solicitation and the Reorganization                                

All expenses of this solicitation, including the cost of printing and           
mailing this Proxy Statement and Prospectus, will be borne by the Fund.         
Any documents such as existing prospectuses or annual reports that are          
included in that mailing will be a cost of the fund issuing the document.       
In addition to the solicitation of proxies by mail, proxies may be              
solicited by officers of the Fund or officers and employees of OSS,             
personally or by telephone or telegraph.  Any expenses so incurred will         
be borne by OSS.  Brokerage houses, banks and other fiduciaries may be          
requested to forward soliciting material to the beneficial owners of            
shares of the Fund and to obtain authorization for the execution of             
proxies.  For those services, if any, they will be reimbursed by the Fund       
for their reasonable out-of-pocket expenses.                                    

With respect to the Reorganization, the Fund and Target Fund will bear the      
cost of their respective tax opinion.  Any other out-of-pocket expenses         
of the Fund and Target Fund associated with the Reorganization, including       
legal, accounting and transfer agent expenses, will be borne by the Fund        
and Target Fund, respectively, in the amounts so incurred by each.              

COMPARATIVE FEE TABLE                                                           

The Fund and Target Fund each pay a variety of expenses directly for    
management of their assets, administration, distribution of their shares        
and other services, and those expenses reflected in each fund's net asset       
value per share.  Shareholders pay other expenses directly, such as sales       
charges.                                                                        

                                                        [Enlarge/Download Table]

                                            Oppenheimer                  Oppenheimer                                           
                                            Target Fund                  Time Fund                                             
                                            Class A       Class C        Class A                                               
                                                                                                                               

Maximum Sales Charge on Purchases                                                                                              
  (as a % of offering price)                5.75%         None           5.75%                                                 
Sales Charge on Reinvested Dividends        None          None           None                                                  
Deferred Sales Charge                                                                                                          
  (as a % of the lower of the original                                                                                         
  purchase price or redemption proceeds)    None(1)       1.0%(2)        None(1)                                               

<FN>                                                                                                                           
(1)If you invest more than $1 million in Class A shares, you may have to pay a sales charge of up to 1% if you sell your shares
   within 18 calendar months from the end of the calendar month during which you purchased those shares.                       
(2)If you redeem Class C shares within 12 months of buying them, you may have to pay a 1.0% contingent deferred sales          
   charge.                                                                                                                     

The sales charge on purchases of the Fund, and the sales charge on              
purchases of Class A shares of Target Fund, are identical, and are not          
expected to change as a result of the reorganization.                           

The following numbers are projections of each fund's business expenses  
for the period ended December 31, 1994.  These amounts are shown as a           
percentage of the average net assets of each class of a fund's shares for       
that year.  The pro forma fees reflect the combined funds at December 31,       
1994, as if the Reorganization had occurred on that date.                       

                                                        [Enlarge/Download Table]

                                                                         Pro forma                                              
                             Oppenheimer                  Oppenheimer    Combined                                               
                             Target Fund                  Time Fund      Fund                                                   
                             Class A        Class C       Class A        Class A        Class C                                 
                                                                                                                                
Management Fees              0.74%+         0.74%+        0.74%          0.71%          0.71%                                   
12b-1 Service Plan Fees      0.17%*         1.00%         0.16%*         0.16%  1.00%                                           
Other Expenses               0.30%          0.42%         0.26%          0.27%          0.39%                                   
Total Fund Operating         1.21%          2.16%         1.16%          1.14%          2.10%                                   
  Expenses                                                                                                                      

<FN>                                                                                                                            
+    Management fees for Target Fund have been restated in the fee table because the annual fees on the first and second $200   
million of net assets decreased to .75% and .70%, respectively, on July 1, 1994.  The fees in the table are based on expenses   
that would have been incurred if the lower management rate had been in effect for the twelve months ended December 31, 1994.    
*    The 12b-1 Service Plan fees for Target Fund have been restated in the table because an amended Service Plan for Target     
Fund shares took effect July 1, 1994.  That applies to all shares of the Fund, regardless of the date on which the shares were  
purchased.  The fees in the table are based on expenses that would have been incurred if that plan had been in effect during the
twelve months ended December 31, 1994.  Actual management fees for Target Fund would have been .76%, other expenses were        
.30% and actual 12b-1 Service Plan fees would have been .10% and actual total operating expenses would have been 1.16%.         
The 12b-1 Service Plan fees for Time Fund have been restated for the same reasons as described above.  The actual 12b-1         
Service Plan fees would have been .11%, other expenses were .26% and the actual total fund operating expenses would have        
been 1.11%.  Target Fund's 12b-1 Service Plan fees for its Class C shares includes an asset-based sales charge.                 

To try and show the effect of these expenses, on an investment over time,       
the hypotheticals shown below have been created.  Assume that you make a        
$1,000 investment in either the Fund or Target Fund or the new combined         
fund and that the annual return is 5% and that the operating expenses for       
each fund are the ones shown in the chart above.  If you were to redeem         
your shares at the end of each period shown below, your investment would        
incur the following expenses by the end of each period shown:                   

                                                        [Enlarge/Download Table]


                             1 year         3 years       5 years     10 years(1)                                            
                                                                                                                             
Oppenheimer Target Fund                                                                                                      
  Class A Shares             $69            $94           $120        $196                                                   
  Class C Shares             $32            $68           $116        $249                                                   

Oppenheimer Time Fund                                                                                                        
  Class A Shares             $69            $92           $118        $190                                                   

Pro Forma Combined Fund                                                                                                      
  Class A Shares             $68            $92           $117        $188                                                   
  Class C Shares             $31            $66           $113        $243                                                   

   If you did not redeem your investment, it would incur the following expenses:                                             

                             1 year         3 years       5 years     10 years(1)                                            
Oppenheimer Target Fund                                                                                                      
  Class A Shares             $69            $94           $120        $196                                                   
  Class C Shares             $22            $68           $116        $249                                                   

Oppenheimer Time Fund                                                                                                        
  Class A Shares             $69            $68           $118        $190                                                   

Pro Forma Combined Fund                                                                                                      
  Class A Shares             $68            $92           $117        $188                                                   
  Class C Shares             $21            $66           $113        $243                                                   

<FN>                                                                                                                         

(1)Because of the asset-based sales charge imposed on Class C shares of Target Fund, long-term shareholders of Class C shares
   could bear expenses that would be the economic equivalent of an amount greater than the maximum front-end sales charges   
   permitted under applicable regulatory requirements.                                                                       


SYNOPSIS                                                                        

The following is a synopsis of certain information contained in or              
incorporated by reference in this Proxy Statement and Prospectus and            
presents key considerations for shareholders of the Fund to assist them         
in determining whether to approve the Reorganization.  This synopsis is         
only a summary and is qualified in its entirety by the more detailed            
information contained in or incorporated by reference in this Proxy             
Statement and Prospectus and the Annex hereto.  Shareholders should             
carefully review this Proxy Statement and Prospectus and the Annex hereto       
in their entirety and, in particular, the current Prospectus of Target          
Fund which accompanies this Proxy Statement and Prospectus and is               
incorporated by reference herein.                                               

Parties to the Reorganization                                                   

The Fund is a diversified, open-end, management investment company.             
Target Fund is a diversified, open-end, management investment company           
which was reorganized as a Massachusetts business trust on ______________,      
1987.  The Fund and Target Fund are each located at Two World Trade             
Center, New York, New York  10048-0203.  The members of the Board of the        
Fund and the Board of Trustees of Target Fund are the same.  Oppenheimer        
Management Corporation (the "Manager") acts as investment adviser to the        
Fund and Target Fund (collectively referred to herein as the "funds").          
Additional information about the parties is set forth below.                    

The Reorganization                                                              

The Reorganization Agreement provides for the transfer of substantially         
all the assets of the Fund, consisting of Class A shares, to Target Fund        
in exchange for Class A shares of Target Fund.  The net asset value of          
Target Fund's Class A shares issued in the exchange will equal the value        
of the assets of the Fund received by Target Fund.  Following the Closing       
Date (as hereafter defined) scheduled for the Reorganization, the Fund          
will distribute the Class A shares of Target Fund received by the Fund on       
the Closing Date to holders of Fund shares issued and outstanding as of         
the Valuation Date (as hereinafter defined) in complete liquidation of the      
Fund and the Fund will thereafter be dissolved and deregistered under the       
Investment Company Act.  As a result of the Reorganization, each Fund           
shareholder will receive that number of full and fractional Target Fund,        
Class A shares equal in value to such shareholder's pro rata interest in        
the assets transferred to Target Fund as of the Valuation Date.  The Board      
has determined that the interests of existing Fund shareholders will not        
be diluted as a result of the Reorganization.  For the reasons set forth        
below under "The Reorganization - Reasons for the Reorganization," the          
Board, including the trustees who are not "interested persons" of the Fund      
(the "Independent Trustees'), as that term is defined in the Investment         
Company Act, has concluded that the Reorganization is in the best               
interests of the Fund and its shareholders and recommends approval of the       
Reorganization by Fund shareholders.  If the Reorganization is not              
approved, the Fund will continue in existence and the Board will determine      
whether to pursue alternative actions.                                          

Reasons for the Reorganization                                                  

The Board of Trustees of the Fund (the "Board"), including the Independent      
Trustees, at a meeting held on March 16, 1995, unanimously approved and         
recommended to the shareholders of the Fund that they approve the               
Reorganization and Reorganization Agreement.  In considering the                
Reorganization, the Board compared the Fund to Target Fund with respect         
to size, investment objectives, management fees and performance.  Both the      
Fund and Target Fund are equity funds sharing similar investment                
objectives of seeking capital appreciation through emphasis on securities       
of "growth-type companies."  Each of the funds seeks its investment             
objective by investing in common stocks, preferred stocks, convertible          
securities and rights and warrants which vary in proportion from time to        
time.  Both funds may invest in stocks that are sensitive to changes in         
the business cycle, known as "cyclicals" if they present opportunities for      
long term growth.  The funds do not invest to seek current income to pay        
shareholders.  Among other factors, the Board took into consideration that      
the schedule of management fee rates are identical for both funds.  The         
Board also considered pro forma financial information which indicated that      
the average management fee rate paid by shareholders in a combined fund         
would likely be lower and that the expense ratio would be lower for Class       
A shareholders of the combined fund.  For the fiscal year ended June 30,        
1994, the expense ratio for Time Fund was .94% of average annual net            
assets.  For the fiscal year ended December 31, 1994, the expense ratio         
was 1.16% of the average annual net assets for Class A shares of Target         
Fund and it was 2.18% of the average annual net assets for Class C shares.      
With respect to the six months ended December 31, 1994, the expense ratio       
for Time Fund was 1.29% of the average annual net assets (annualized).          
For the fiscal year ended December 31, 1994, on a pro forma basis, giving       
effect to the Reorganization, the expense ratio for Target Fund as the          
surviving fund, would be 1.14% of the average annual net assets for Class       
A shares and 2.10% of the average annual net assets for Class C shares.         

The Board also considered that the Fund consists solely of Class A shares,      
while Target Fund offers Class A shares and Class C shares.  Class A            
shares of the Fund could easily be exchanged for Class A shares of Target       
Fund.  The Board compared the size of each fund.  As of March 15, 1995,         
the net assets of the Fund were approximately $311 million and the net          
assets of Target Fund were approximately $317 million.  While the funds         
are similar in size, it is expected that over time, Target Fund will            
continue to grow and become the larger fund.  In the month of February,         
the Fund had over 7 million in net redemptions while Target Fund had over       
5 million in net purchases.  In addition, as a result of the                    
Reorganization, the combined fund will be much larger and shareholders of       
the Fund should benefit from the economies of scale available to a larger       
fund.  These economies of scale should result in lower costs per account        
for each shareholder through lower operating expenses and transfer agency       
expenses.                                                                       

The Board also considered that there would be no sales charge imposed in        
effecting the Reorganization, and that the Reorganization would be              
effected as a tax-free exchange.  The Board determined that it would be         
in the best interests of Time Fund and its shareholders to combine with         
Target Fund.  The Board also determined that combining the funds would not      
result in a dilution of the interests of Time Fund shareholders.                

In determining to recommend approval of the reorganization to                   
shareholders, the Board also considered information on the historical           
performance of both funds.  Target Fund has enjoyed significantly better        
performance than the Fund, for the one and five year periods ended              
December 31, 1994.  Although past performance is not predictive of future       
results the Board determined that the shareholders of the Fund would have       
the opportunity to be shareholders in a similar fund with more favorable        
past performance.                                                               

Tax Consequences of the Reorganization                                          

In the opinion of KPMG Peat Marwick LLP ("Peat Marwick"), tax adviser to        
the Fund, the Reorganization will qualify as a tax-free reorganization for      
Federal income tax purposes.  As a result, no gain or loss will be              
recognized by the Fund, Target Fund, or the shareholders of the combined        
fund for Federal income tax purposes as a result of the Reorganization.         
For further information about the tax consequences of the Reorganization,       
see "Approval of the Reorganization - Tax Aspects" below.                       

Investment Objectives and Policies                                              

As its investment objective, both the Fund and Target Fund seek capital         
appreciation.                                                                   

The Fund seeks its investment objective of capital appreciation by              
emphasizing investment in "mid-capitalization" companies (those generally       
with capitalization between $500 million and $5 billion, also known as          
"mid-cap" companies) that are, in the Manager's opinion, established, well      
managed companies with strong market positions, high quality products and       
high earnings growth potential that have a proven ability to translate          
growth in sales and market share into earnings.                                 

The Fund's investments include common stocks, preferred stocks,                 
convertible securities, and rights and warrants in proportions which vary       
from time to time.  Of the companies whose stocks the Fund held during the      
fiscal year ended June 30, 1994, some are categorized as "consumer              
cyclicals" that do well in the early to middle stages of the economic           
cycle; some fall into the technology sectors, others are classified as          
financial services issues.  In every case, however, sector classifications      
are less important selection criteria for the Fund than specific company        
characteristics.                                                                

Target Fund seeks its investment objective of capital appreciation by           
emphasizing investment in common stocks or other equity securities,             
including convertible securities or may, just as with the Fund, hold            
warrants and rights.  Target Fund may also seek to take advantage of            
changes in the business cycle by investing in companies that are sensitive      
to those changes, if the Manager believes they present opportunities for        
long-term growth.  For example, when the 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.                                                 

Both the Fund and Target Fund may purchase equity and debt securities           
issued or guaranteed by foreign companies or foreign governments or their       
agencies.  The Fund may purchase securities in any country, developed or        
underdeveloped.  There is no limit on the amount of assets each fund may        
invest in foreign securities, although as to Target Fund, it does not           
normally "expect" to have more than 35% of its assets invested in foreign       
securities.  Foreign currency will be held by each fund only in connection      
with the purchase or sale of foreign securities.                                

The Manager considers many identical factors, when investing the assets         
of the Fund or the assets of Target Fund, including general economic            
conditions in the U.S. relative to foreign economies, and the trends in         
domestic and foreign stock markets.  Each of the funds may try to hedge         
against losses in the value of its portfolio of securities by using             
hedging strategies.  When market conditions are unstable, each of the           
funds may invest substantial amounts of their assets in debt securities,        
such as money market instruments or government securities.  The Manager         
may, with respect to both funds, invest in securities of companies that         
are in special situations that the Manager believes presents opportunities      
for capital growth, such as a proposed merger or reorganization.  There         
is a risk that the price of a security may decline if the anticipated           
development fails to occur.  There is no restriction on the amount of           
assets that each fund may invest in special situations.                         

Because the type of securities each fund invests in, and the investment         
techniques each fund uses, some of which may be speculative, both funds         
are designed for investors who are willing to accept greater risks of loss      
of their capital in the hope of achieving capital appreciation.  Neither        
fund is intended for investors seeking assured income and preservation of       
capital.                                                                        

Investment Advisory and Distribution Plan Fees                                  

The funds both obtain investment management services from Oppenheimer           
Management Corporation (the "Manager").  The management fee is payable          
monthly and computed on the net asset value of each fund as of the close        
of business each day.  The Fund pays a management fee at the rate of 0.75%      
of the first $200 million of net assets, 0.72% of the next $200 million,        
0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60%       
of aggregate assets over $800 million.  Target Fund pays the identical          
management fee rate, however, prior to July 1, 1994 the annual management       
fee rate for Target Fund on the first and second $200 million of the            
Target Funds aggregate net assets was 0.80% and 0.75% respectively.  That       
rate was lowered subsequent to July 1, 1994 and Target Fund and the Fund        
now have the same management fee rates.  Both the Fund and Target Fund          
have service plans pursuant to Rule 12b-1 under the Investment Company          
Act.  Specifically, Target Fund has adopted a service plan for its Class        
A shares and a Distribution and Service Plan for its Class C shares to          
compensate the Distributor for its services and costs in distributing           
Class C shares and servicing accounts.  Fund shareholders, as a result of       
the reorganization will become Class A shareholders of Target Fund and          
will not be affected by the Distribution and Service Plan for Class C           
shares.  The Service Plan adopted by the Fund, and the Service Plan             
adopted by Target Fund for its Class A shares (the "Service Plan") provide      
that each of the funds reimburses Oppenheimer Funds Distributor, Inc. (the      
"Distributor"), the distributor of each fund's shares, quarterly for all        
or a portion of the Distributor's costs incurred in connection with the         
personal service and maintenance of shareholder accounts that hold the          
funds' shares.  Time Fund amended its Service Plan, effective July 1,           
1994.  The Service Plan, as amended, applies to all shares of the Fund          
regardless of the date on which they were purchased.  The current maximum       
annual fee payable by Time Fund pursuant to its service plan is 0.25% of        
the average net asset value of the Fund's shares, and for Target Fund it        
is 0.25% of the average net assets of Class A shares, computed as of the        
close of each business day.  See "Comparison Between the Fund and Target        
Fund - Expense Ratios and Performance" below.                                   

Purchases, Exchanges and Redemptions                                            

The Fund and Target Fund are part of the OppenheimerFunds complex of            
mutual funds.  The procedures for purchases, exchanges and redemptions of       
shares of the funds are substantially the same.                                 

The maximum sales charge on shares of the Fund and Class A shares of            
Target Fund is 5.75%, and is reduced for purchases of $25,000 or more.          
For certain purchases of $1 million or more, the funds do not charge a          
front-end sales charge but impose a contingent deferred sales charge of         
a maximum of 1% on shares redeemed within 18 months of the end of the           
calendar month of their purchase.  Shares of Target Fund received in the        
Reorganization will be issued at net asset value, without a sales charge.       
Shareholders may purchase through AccountLink (whereby funds are                
transmitted electronically from an account at a U.S. bank or other              
financial institution that is an Automated Clearing House (ACH) up to           
$100,000.  Shareholders of the funds may exchange their shares at net           
asset value for shares of any of over 30 equity, fixed-income and money         
market funds for which the Distributor or an affiliate acts as the              
distributor.  Shares of any money market fund purchased without a sales         
charge may be exchanged for shares of a fund offered with a sales charge        
upon payment of the sales charge.  However, shares of a particular class        
may be exchanged only for shares of the same class in other                     
OppenheimerFunds.  For example, shareholders of the Fund can only exchange      
their Class A shares for Class A shares of another fund.  Shareholders of       
the funds may redeem their shares by written request or by telephone            
request in an amount up to $50,000 in any seven-day period, or they may         
arrange to have share redemption proceeds wired to a pre-designated             
account at a U.S. bank or other financial institution that is an ACH            
member ("AccountLink redemption").  Shareholders may redeem shares              
automatically by calling PhoneLink and having redemption proceeds wired         
to a pre-established AccountLink bank account.  Shareholders of the funds       
may reinvest redemption proceeds within six months of a redemption at net       
asset value in shares of the funds or any of numerous "Eligible Funds"          
within the OppenheimerFunds complex.  The Fund and Target Fund may redeem       
accounts valued at less than $500 and $200, respectively, if the account        
has fallen below such stated amount for reasons other than market value         
fluctuations.  Both funds offer Automatic Withdrawal and Exchange Plans.        

PRINCIPAL RISK FACTORS                                                          

In evaluating whether to approve the Reorganization and invest in Target        
Fund, shareholders should carefully consider the following risk factors,        
which is a summary only, relating to both Target Fund and the Fund, in          
addition to the other information set forth in this Proxy Statement and         
Prospectus and the more complete description of risk factors set forth in       
the documents incorporated by reference herein, including the Prospectuses      
of the funds and their respective Statements of Additional Information.         
As stated in their respective Prospectuses, as a general matter, the Fund       
and Target Fund are both intended for investors seeking capital                 
appreciation who are willing to accept greater risks of loss in the hopes       
of greater gains.  The funds do not invest to seek current income to pay        
shareholders.  There is no assurance that either the Fund or Target Fund        
will achieve its investment objective.                                          

Investment By The Funds in Foreign Securities                                   

Each of the funds may invest in "foreign securities" which include equity       
and debt securities of companies organized under the laws of countries          
other than the United States and debt securities of foreign governments         
that are traded on foreign securities exchanges or in the foreign over-         
the-counter market.  The funds may purchase securities country, developed       
or undeveloped.  There is no limit on the amount of each fund assets that       
may be invested in foreign securities, however, Target Fund normally does       
not expect to have more than 35% of its assets invested in foreign              
securities.  The Fund may write and purchase both covered and uncovered         
calls and puts on foreign currencies.  The Fund may also enter into             
Forward Contracts to protect against uncertainty in the level of future         
exchange rates.  Investments in foreign securities present special              
additional risks and considerations not typically associated with               
instruments in domestic securities.  For example, foreign issuers are not       
subject to the same accounting and disclosure requirements that U.S.            
companies are subject to.  The value of foreign instruments may be              
affected by changes in foreign currency rates, 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.  Other risks include reduction of income        
by foreign taxes; fluctuation in value of foreign portfolio investments         
due to changes in currency rates and control regulations (e.g., currency        
blockage); transaction charges for currency exchange; lack of public            
information about foreign issuers; lack of uniform accounting, auditing         
and financial reporting standards comparable to those applicable to             
domestic issuers; less volume on foreign exchanges than on U.S. exchanges;      
greater volatility and less liquidity on foreign markets than in the U.S.;      
less regulation of foreign issuers, stock exchanges and brokers than in         
the U.S.; greater difficulties in commencing lawsuits; higher brokerage         
commission rates than in the U.S.; increased risks of delays in settlement      
of portfolio transactions or loss of certificates for portfolio                 
securities; possibilities in some countries of expropriation, confiscatory      
taxation, political, financial or social instability or adverse diplomatic      
developments; and unfavorable differences between the U.S. economy and          
foreign economies.  In the past, U.S.  Government policies have                 
discouraged certain investments abroad by U.S. investors, through taxation      
or other restrictions, and it is possible that such restrictions could be       
re-imposed.                                                                     

Investment In Growth Type Companies                                             

The funds both seek their investment of capital appreciation by                 
emphasizing investment in "growth-type" companies.  Specifically, the Fund      
invests in "mid-capitalization" companies those generally  with                 
capitalization between $500 million and $5 billion, also known as "mid-         
cap" companies.  With respect to Target Fund, the Manager may emphasize         
investment in companies in particular ranges of size.  Both funds may           
invest in companies of any size and capitalization, however, in general         
capital appreciation is more likely to be found in the securities of            
"growth-type" companies that have a proven ability to translate growth in       
sales and market shares into earnings gain.  Some of the investment             
techniques used by the Funds (see Risks of Hedging With Options and             
Futures, described below) may be considered to be speculative and may           
increase the risks of investing in the funds, and may also increase each        
funds' operating costs.                                                         

Special Situations                                                              

Each of the funds, may invest in securities of companies that are in            
"special situations" that the Manager believes 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.  There is no limit on the amount of assets that each of the funds        
may invest in "special situations."                                             

Borrowing for Leverage                                                          

The Fund and Target Fund may borrow up to 10% of the value of their             
respective total assets from banks on an unsecured basis to buy                 
securities. This is a speculative investment method known as "leverage."        
Leveraging may subject an investment in the fund to greater risks and           
costs than funds that do not borrow. These risks may include the possible       
reduction of income and increased fluctuation in the fund's net asset           
value per share, since the fund pays interest on borrowings.                    

Small, Unseasoned Companies. The funds may invest in securities of small,       
unseasoned companies. These are companies that have been in operation for       
less than three years, even after including the operations of any               
predecessors.  Securities of these companies may have limited liquidity         
and may be subject to volatility in their prices.  Neither of the funds         
currently intends to invest no more than 5% of their respective net assets      
in securities of small, unseasoned issuers.                                     

Warrants and Rights                                                             

Each of the funds may invest in warrants, which are the option to purchase      
stock at set prices that are valid for a limited period of time.  The Fund      
may invest up to 2% of its total assets in warrants or rights.  Target          
Fund may invest up to 5% of its total assets.  These restrictions do not        
include warrants or rights that have been acquired in units or are              
attached to other securities.  With respect to Target Fund no more than         
2% of its assets may be invested in warrants that are not listed on the         
New York or American Stock Exchanges.                                           

Risks of Hedging With Options and Futures                                       

The funds may write covered call options and engage in hedging                  
transactions as described below in "Comparison Between the Fund and Target      
Fund - Special Investment Methods".  There are certain risks in writing         
calls.  If a call written by the fund is exercised, the fund forgoes any        
profit from any increase in the market price above the call price of the        
underlying investment on which the call was written.  In addition, the          
fund could experience capital losses which might cause previously               
distributed short-term capital gains to be re-characterized as a non-           
taxable return of capital to shareholders.  In writing puts, there is the       
risk that the fund may be required to buy the underlying security at a          
disadvantageous price.  The principal risks of trading futures are (i)          
possible imperfect correlation between the prices of the futures an the         
market value of the dept securities in the fund's portfolio, (ii) possible      
lack of a liquid secondary market for closing out a futures position,           
(iii) the need for additional skills and techniques beyond those required       
for normal portfolio management and (iv) losses on futures resulting from       
interest rate movements not anticipated by the Manager.  Writing covered        
calls and the buying and selling of options and futures contracts are           
considered derivative investments.  A derivative investment is a specially      
designed investment whose performance is linked to the performance of           
another investment or security, such as an option, future, index or             
currency.  The risks of investing in derivative investments include not         
only the ability of the company issuing the instrument to pay the amount        
due on the maturity of the instrument, but also the risk that the               
underlying investment or security might not perform the way the Manager         
expected it to perform.  The performance of derivative investments may          
also be influenced by interest rate changes in the U.S. and abroad.  All        
of this can mean that the Fund will realize less income than expected.          
Certain derivative instruments held by the Fund and Target Fund may trade       
in the over-the-counter markets and may be illiquid.  See "Illiquid and         
Restricted Securities".                                                         

APPROVAL OF THE REORGANIZATION                                                  
(The Proposal)                                                                  

Reasons for the Reorganization                                                  

The Board of Trustees of the Fund (the "Board"), including the Independent      
Trustees, at a meeting held on March 16, 1995, unanimously approved and         
recommended to the shareholders of the Fund that they approve the               
Reorganization and Reorganization Agreement.  In considering the                
Reorganization, the Board compared the Fund to Target Fund with respect         
to size, investment objectives, management fees and performance.  Both the      
Fund and Target Fund are equity funds sharing similar investment                
objectives of seeking capital appreciation through emphasis on securities       
of "growth-type companies."  Each of the funds seeks its investment             
objective by investing in common stocks, preferred stocks, convertible          
securities and rights and warrants which vary in proportion from time to        
time.  Both funds may invest in stocks that are sensitive to changes in         
the business cycle, known as "cyclicals" if they present opportunities for      
long term growth.  The funds do not invest to seek current income to pay        
shareholders.  Among other factors, the Board took into consideration that      
the schedule of management fee rates are identical for both funds.  The         
Board also considered pro forma financial information which indicated that      
the average management fee rate paid by shareholders in a combined fund         
would likely be lower and that the expense ratio would be lower for Class       
A shareholders of the combined fund.  For the fiscal year ended June 30,        
1994, the expense ratio for Time Fund was .94% of average annual net            
assets.  For the fiscal year ended December 31, 1994, the expense ratio         
was 1.16% of the average annual net assets for Class A shares of Target         
Fund and it was 2.18% of the average annual net assets for Class C shares.      
With respect to the six months ended December 31, 1994, the expense ratio       
for Time Fund was 1.29% of the average annual net assets (annualized).          
For the fiscal year ended December 31, 1994, on a pro forma basis, giving       
effect to the Reorganization, the expense ratio for Target Fund as the          
surviving fund, would be 1.14% of the average annual net assets for Class       
A shares and 2.10% of the average annual net assets for Class C shares.         

The Board also considered that the Fund consists solely of Class A shares,      
while Target Fund offers Class A shares and Class C shares.  Class A            
shares of the Fund could easily be exchanged for Class A shares of Target       
Fund.  The Board compared the size of each fund.  As of March 15, 1995,         
the net assets of the Fund were approximately $311 million and the net          
assets of Target Fund were approximately $317 million.  While the funds         
are similar in size, it is expected that over time, Target Fund will            
continue to grow and become the larger fund.  In the month of February,         
the Fund had over 7 million in net redemptions while Target Fund had over       
5 million in net purchases.  In addition, as a result of the                    
Reorganization, the combined fund will be much larger and shareholders of       
the Fund should benefit from the economies of scale available to a larger       
fund.  These economies of scale should result in lower costs per account        
for each shareholder through lower operating expenses and transfer agency       
expenses.                                                                       

The Board also considered that there would be no sales charge imposed in        
effecting the Reorganization, and that the Reorganization would be              
effected as a tax-free exchange.  The Board determined that it would be         
in the best interests of Time Fund and its shareholders to combine with         
Target Fund.  The Board also determined that combining the funds would not      
result in a dilution of the interests of Time Fund shareholders.                

In determining to recommend approval of the reorganization to                   
shareholders, the Board also considered information on the historical           
performance of both funds.  Target Fund has enjoyed significantly better        
performance than the Fund, for the one and five year periods ended              
December 31, 1994.  Although past performance is not predictive of future       
results the Board determined that the shareholders of the Fund would have       
the opportunity to be shareholders in a similar fund with more favorable        
past performance.                                                               

The Reorganization                                                              

The Reorganization Agreement (a copy of which is set forth in full as           
Annex A to this Proxy Statement and Prospectus) contemplates a                  
reorganization under which (i) all of the assets of the Fund (other than        
the cash reserve described below (the "Cash Reserve")) would be                 
transferred to Target Fund in exchange for Class A shares of Target Fund,       
(ii) these shares would be distributed among the shareholders of the Fund       
in complete liquidation of the Fund, (iii) the Fund would be deregistered       
as an investment company under the Investment Company Act and (iv) the          
outstanding shares of the Fund would be cancelled.  Target Fund will not        
assume any of the Fund's liabilities except for portfolio securities            
purchased which have not settled and outstanding shareholder redemption         
and dividend checks.                                                            

The result of effectuating the Reorganization would be that:  (i) Target        
Fund would add to its gross assets all of the assets (net of any liability      
for portfolio securities purchased but not settled and outstanding              
shareholder redemption and dividend checks) of the Fund other than its          
Cash Reserve; and (ii) the shareholders of the Fund as of the close of          
business on the Closing Date would become shareholders of Target Fund.          

The effect of the Reorganization will be that shareholders of the Fund who      
vote their shares in favor of the Reorganization will be electing to            
redeem their shares of the Fund (at net asset value on the Valuation Date       
referred to below under "Method of Carrying Out the Reorganization Plan,"       
calculated after subtracting the Cash Reserve) and reinvest the proceeds        
in Class A shares of Target Fund at net asset value without sales charge        
and without recognition of taxable gain or loss for Federal income tax          
purposes (see "Tax Aspects of the Reorganization" below).  The Cash             
Reserve is that amount retained by the Fund which is sufficient in the          
discretion of the Board for the payment of:  (a) the Fund's expenses of         
liquidation, and (b) its liabilities, other than those assumed by Target        
Fund.  The Fund and Target Fund will bear all of their respective expenses      
associated with the Reorganization, as set forth under "Costs of the            
Solicitation and the Reorganization" above.  Management estimates that          
such expenses associated with the Reorganization to be borne by the Fund        
will not exceed $_____.  Liabilities as of the date of the transfer of          
assets will consist primarily of accrued but unpaid normal operating            
expenses of the Fund, excluding the cost of any portfolio securities            
purchased but not yet settled and outstanding shareholder redemption and        
dividend checks.  See "Method of Carrying Out the Reorganization Plan"          
below.                                                                          

The Reorganization Agreement provides for coordination between the funds        
as to their respective portfolios so that, after the closing, Target Fund       
will be in compliance with all of its investment policies and                   
restrictions.  The Fund will recognize capital gain or loss on any sales        
made pursuant to this paragraph.  As noted in "Tax Aspects of the               
Reorganization" below, if the Fund realizes net gain from the sale of           
securities in 1994, such gain, to the extent not offset by capital loss         
carry                                                                           

forward, will be distributed to shareholders prior to the Closing Date and      
will be taxable to shareholders as capital gain.                                

Tax Aspects of the Reorganization                                               

Immediately prior to the Valuation Date referred to in the Reorganization       
Agreement, the Fund will pay a dividend or dividends which, together with       
all previous such dividends, will have the effect of distributing to the        
Fund shareholders all of the Fund's investment company taxable income for       
taxable years ending on or prior to the Closing Date (computed without          
regard to any deduction for dividends paid) and all of its net capital          
gain, if any, realized in taxable years ending on or prior to the Closing       
Date (after reduction for any available capital loss carry-forward).  Such      
dividends will be included in the taxable income of the Fund's                  
shareholders as ordinary income and capital gain, respectively.                 

The exchange of the assets of the Fund for Class A shares of Target Fund        
and the assumption by Target Fund of certain liabilities of the Fund is         
intended to qualify for Federal income tax purposes as a tax-free               
reorganization under Section 368(a)(1) of the Internal Revenue Code of          
1986, as amended (the "Code").  The Fund has represented to Peat Marwick,       
tax adviser to the Fund, that there is no plan or intention by any Fund         
shareholder who owns 5% or more of the Fund's outstanding shares, and, to       
the Fund's best knowledge, there is no plan or intention on the part of         
the remaining Fund shareholders, to redeem, sell, exchange or otherwise         
dispose of a number of Target Fund shares received in the transaction that      
would reduce the Fund shareholders' ownership of Target Fund Class A            
shares to a number of shares having a value, as of the Closing Date, of         
less than 50% of the value of all the formerly outstanding Fund shares as       
of the same date.  The Fund and Target Fund have each further represented       
to Peat Marwick that, as of the Closing Date, the Fund and Target Fund          
will qualify as regulated investment companies or will meet the                 
diversification test of Section 368(a)(2)(F)(ii) of the Code.                   

As a condition to the closing of the Reorganization, Target Fund and the        
Fund will receive the opinion of KPMG Peat Marwick, LLP to the effect           
that, based on the Reorganization Agreement, the above representations,         
existing provisions of the Code, Treasury Regulations issued thereunder,        
current Revenue Rulings, Revenue Procedures and court decisions, for            
Federal income tax purposes:                                                    

1.      The transactions contemplated by the Reorganization Agreement will      
    qualify as a tax-free "reorganization" within the meaning of Section
368(a)(1) of the Code.                                          

2.      The Fund and Target Fund will each qualify as "a party to a             
    reorganization" within the meaning of Section 368(b)(2) of the Code.

3.      No gain or loss will be recognized by the shareholders of the Fund      
 upon the distribution of Class A shares of beneficial interest in
   Target Fund to the shareholders of the Fund pursuant to Section 354
of the Code.                                                    

4.      Under Section 361(a) of the Code no gain or loss will be recognized     
by the Fund by reason of the transfer of its assets solely in   
exchange for Class A shares of Target Fund.                     

5.      Under Section 1032 of the Code no gain or loss will be recognized by    
    Target Fund by reason of the transfer of the Fund's assets solely in
exchange for Class A shares of Target Fund.                     

6.      The shareholders of the Fund will have the same tax basis and           
holding period for the Class A shares of beneficial interest in 
 Target Fund that they receive as they had for the Fund stock that
    they previously held, pursuant to Sections 358(a) and 1223(1) of the
Code, respectively.                                             

7.      The securities transferred by the Fund to Target Fund will have the     
same tax basis and holding period in the hands of Target Fund as
 they had for the Fund, pursuant to Sections 362(b) and 1223(1) of
the Code, respectively.                                         

Shareholders of the Fund should consult their tax advisors regarding the        
effect, if any, of the Reorganization in light of their individual              
circumstances.  Since the foregoing discussion only relates to the Federal      
income tax consequences of the Reorganization, shareholders of the Fund         
should also consult their tax advisers as to state and local tax                
consequences, if any, of the Reorganization.                                    

Capitalization Table (Unaudited)                                                

The table below sets forth the capitalization of the Fund and Target Fund       
and indicates the pro forma combined capitalization as of December 31,          
1994 as if the Reorganization had occurred on that date.                        

                                                        [Enlarge/Download Table]

                                                                                Net Asset                                  
                                                            Shares                Value                                    
                                    Net Assets            Outstanding           Per Share                                  
                                                                                                                           
Oppenheimer Target Fund                                                                                                    
   Class A Shares                   $301,698,437          13,330,877            $22.63                                     
   Class C Shares                   $   1,065,787              47,375           $22.50                                     

Oppenheimer Time Fund                                                                                                      
   Class A Shares                   $326,410,301          21,387,554            $14.98                                     

Pro Forma Combined Fund                                                                                                    
   Class A Shares                   $628,108,738          27,754,663            $27.63                                     
   Class C Shares                   $   1,069,787              47,375           $22.50                                     

<FN>                                                                                                                       
____________________                                                                                                       

*  Reflects issuance of 14,423,786 shares of Target Fund in a tax-free exchange for the net assets of the Fund, aggregating
   $326,410,301.                                                                                                           

The pro forma ratio of expenses to average annual net assets of the             
combined funds at December 31, 1994 would have been 1.14% with respect to       
Class A shares and 2.10% with respect to Class C shares.                        

COMPARISON BETWEEN THE FUND AND TARGET FUND                                     

Comparative information about the Fund and Target Fund is presented below.      
Additional information about Target Fund is set forth in its Prospectus,        
accompanying this Proxy Statement and Prospectus, and additional                
information about both funds is set forth in documents that may be              
obtained upon request of OSS or are available for review at the offices         
of the SEC.  See "Miscellaneous - Public Information."                          

Investment Objectives and Policies                                              

As its investment objective, each of the Fund and Target Fund seeks             
capital appreciation in the value of its shares.  Current income is not         
an objective of either fund.  In seeking their investment objectives, the       
Fund and Target Fund employ various investment policies as described in         
detail below.  The Manager is the investment adviser to both the Fund and       
Target Fund.                                                                    

The Fund.  The Fund seeks its investment objective of capital appreciation      
by emphasizing investment in "mid-capitalization" companies (those              
generally with capitalization between $500 million and $5 billion, also         
known as "mid-cap" companies) that are, in the Manager's opinion,               
established, well-managed companies with strong market positions, high          
quality products and high earnings growth potential that have a proven          
ability to translate growth in sales and market share into earnings gains.      

The Fund's investments include common stocks, preferred stocks,                 
convertible securities, and rights and warrants in proportions which vary       
from time to time.  Of the companies whose stocks the Fund held during the      
fiscal year ended June 30, 1994, some are categorized as "consumer              
cyclicals" that do well in the early to middle stages of the economic           
cycle; some fall into the technology sector, others are considered              
healthcare companies and a few are classified as financial-services             
issues.  As a group, mid-cap stocks may be more vulnerable to a weaker          
economy than other stock sectors.  In every case, however, sector               
classifications are a less important selection criterion for the Fund than      
specific company characteristics.                                               

When investing the Fund's assets, the Manager considers many factors,           
including general economic conditions in the U.S. relative to foreign           
economies, and the trends in domestic and foreign stock markets. The Fund       
may try to hedge against losses in the value of its portfolio of                
securities by using hedging strategies described below. When market             
conditions are unstable, the Fund may invest substantial amounts of its         
assets in debt securities, such as money market instruments or government       
securities.  Securities selected for defensive purposes may include debt        
rated or unrated bonds and debentures, and preferred stocks, cash or cash       
equivalents, such as U.S. Treasury Bills and other short-term obligations       
of the U.S. government, its agencies or instrumentalities, or commercial        
paper rated "A-1" or better by Standard & Poor's Corporation or "P-1" or        
better by Moody's Investors Services, Inc.                                      

The Fund may enter into interest rate swaps.  In an interest rate swap,         
the Fund and another party exchange their respective commitments to pay         
or receive interest on a security, e.g., an exchange of floating rate           
payments for fixed rate payments.  The Fund will not use interest rate          
swaps for leverage.  Swap transactions will be entered into only as to          
security positions held by the Fund.  The Fund may not enter into swap          
transactions with respect to more than 25% of its total assets.  The Fund       
will segregate liquid assets equal to the net excess, if any, of its            
obligations over its entitlements under the swap and will mark to market        
that amount daily.  There is a risk of loss on a swap equal to the net          
amount of interest payments that the Fund is contractually obligated to         
make.  The credit risk of an interest rate swap depends on the                  
counterparty's ability to perform.                                              

Target Fund                                                                     

Target Fund invests its assets to seek capital appreciation for                 
shareholders.  Target Fund does not invest to seek current income to pay        
to shareholders.                                                                

Target Fund seeks its investment objective by emphasizing investment in         
common stocks or other equity securities, including convertible                 
securities, and may hold warrants and rights. These may include securities      
of U.S. companies or foreign companies.                                         

Target Fund's investment adviser, Oppenheimer Management Corporation (the       
"Manager"), looks for securities that it believes may appreciate in value.      
The Fund may invest in companies of any size and capitalization, and at         
times the Manager may emphasize investment in companies in particular           
ranges of size. However, in general, capital appreciation possibilities         
are more likely to be found in the securities of "growth-type" companies        
than larger, more established companies.                                        

Target Fund may also seek to take advantage of changes in the business          
cycle by investing in companies that are sensitive to those changes, if         
the Manager believes they present opportunities for long-term growth. For       
example, when the 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 Target Fund's assets, the Manager considers many factors,        
including general economic conditions in the U.S. relative to foreign           
economies, and the trends in domestic and foreign stock markets. The Fund       
may try to hedge against losses in the value of its portfolio of                
securities by using hedging strategies described below.  When market            
conditions are unstable, Target Fund may invest substantial amounts of its      
assets in debt securities, such as money market instruments or government       
securities.  Securities selected for defensive purposes may include debt        
securities, such as rated or unrated bonds and debentures, and preferred        
stocks, cash or cash equivalents, such as U.S. Treasury Bills and other         
short-term obligations of the U.S. Government, its agencies or                  
instrumentalities, or commercial paper rated "A-1" or better by Standard        
& Poor's Corporation or "P-1" or better by Moody's Investors Service, Inc.      
The Fund's portfolio manager may employ special investment techniques in        
selecting securities for the Fund.                                              

Growth companies 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, they 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.                                 

Special Investment Methods                                                      

The Fund and Target Fund each use the special investment methods                
summarized below.                                                               

Borrowing. The Fund and Target Fund may borrow up to 10% of the value of        
their respective total assets from banks on an unsecured basis to buy           
securities and invest the borrowed funds, subject to the 300% asset             
coverage requirement to the Investment Company Act. This is a speculative       
investment method known as "leveraging." Leveraging may subject an              
investment in the Fund to greater risks and costs than funds that do not        
borrow.  These risks may include the possible reduction of income and           
increased fluctuation in a fund's net asset value per share, since the          
each fund pays interest on borrowings. Borrowing is subject to regulatory       
limits.                                                                         

Short Sales Against-the-Box.  The funds may not sell securities short           
except in transactions referred to as "short sales against-the-box."  No        
more than 15% of each funds' respective net assets will be held as              
collateral for such short sales at any one time.                                

Foreign Securities. The Fund and Target Fund may purchase equity (and           
debt) securities issued or guaranteed by foreign companies or foreign           
governments or their agencies.  The funds may buy securities of companies       
in any country, developed or underdeveloped.  There is no limit on the          
amount of each funds' assets that may be invested in foreign securities,        
although Target Fund normally does not expect to have more than 35% of its      
assets invested in foreign securities. Foreign currency will be held by         
each of the funds only in connection with the purchase or sale of foreign       
securities.  The Fund may write and purchase both covered and uncovered         
calls and puts on foreign currencies.  The Fund may also enter into             
Forward Contracts to protect against uncertainty in the level of future         
exchange rates.  If the funds' 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. For example, foreign issuers are         
not subject to the same accounting and disclosure requirements that U.S.        
companies are subject to. The value of foreign investments may be affected      
by changes in foreign currency rates, 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.                                                                        

Writing Covered Calls. The Fund and Target Fund may write (that is, sell)       
covered call options (calls) to raise cash for liquidity purposes (for          
example, to meet redemption requirements) or for defensive reasons.  They       
may write calls only if certain conditions are met:  (1) after writing any      
call, not more than 25% of each funds' total assets may be subject to           
calls; (2) the calls must be listed on a domestic securities exchange or        
quoted on the Automated Quotation System of the National Association of         
Securities Dealers, Inc.; and (3) each call must be "covered" while it is       
outstanding; that is, the Fund must own the securities on which the call        
is written or it must own other securities that are acceptable for the          
escrow arrangements required for calls.  If a covered call written by one       
of the funds is exercised on a security that has increased in value, that       
fund will be required to sell the security at the call price and will not       
be able to realize any profit on the security above the call price.             

Hedging With Options and Futures Contracts.  Each fund may buy and sell         
options and futures contracts to try to manage its exposure to declining        
prices on its portfolio securities or to establish a position in the            
equity 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       
buying call options, tend to increase the Fund's exposure to the market.        

Each of the funds may buy and sell futures contracts only if they relate        
to broadly-based stock indices, referred to as "Stock Index Futures".           
Each fund may purchase certain kinds of put and call options, Stock Index       
Futures (described below), financial futures, options on Stock Index            
Futures and on broadly-based stock indices.  The Fund may enter into            
interest rate swaps, only as to security positions held by the Fund and         
not with respect to more than 25% of the Fund's total assets.  These are        
all referred to as "hedging instruments."  The funds do not use hedging         
instruments for speculative purposes.                                           

Each fund may purchase put options (puts).  Buying a put on an investment       
gives the Fund the right to sell the investment to a seller of a put on         
that investment at a set price.  Each fund can buy only puts that relate        
to (1) securities or Stock Index Futures, or (2) broadly-based stock            
indices.  The Fund can buy a put on a security or Stock Index Future            
whether or not the Fund owns the particular security or Stock Index Future      
in its portfolio, however, Target Fund may not purchase puts on securities      
it does not own.  Target Fund may purchase puts which relate to Stock           
Index Futures, whether or not it owns the particular Stock Index Future         
in its portfolio.  The Fund may sell puts on securities indices or Futures      
only if such puts are covered by segregated liquid assets, but may not          
sell puts if, as a result, more than 50% of the Fund's net assets would         
be required to be segregated liquid assets.  The funds may not sell puts        
other than a put that the fund previously purchased.  Each of the funds         
may purchase calls only on securities, broadly-based stock indices or           
Stock Index Futures, or to terminate its obligation on a call a fund            
previously wrote.  A call or put may not be purchased if the value of all       
of a fund's put and call options would exceed 5% of a fund's total assets.      
Each fund may buy and sell futures contracts only if they relate to             
broadly-based stock indices (these are referred to as "Stock Index              
Futures").  The funds may purchase and sell puts and calls on foreign           
currencies that are traded on a securities or commodities exchange or           
over-the-counter market or quoted by major recognized dealers in such           
options, for the purpose of protecting against declines in the dollar           
value of foreign securities and against increases in the dollar cost of         
securities to be acquired.  The Fund may write and purchase both covered        
and uncovered calls and puts on foreign currencies.  The Funds may also         
enter into foreign currency exchange contracts ("Forward Contracts") in         
order to "lock in" the U.S. dollar price of a security denominated in a         
foreign currency which it has purchased or sold but which has not yet           
settled, or to protect against a possible loss resulting from an adverse        
change in the relationship between the U.S. dollar and a foreign currency.      

Illiquid and Restricted Securities.  The Fund will not purchase or              
otherwise acquire any securities that may be illiquid by virtue of the          
absence of a readily-available market or because their disposition would        
be subject to legal restrictions ("restricted securities") if, as a             
result, more than 10% of the Fund's net assets would be invested in             
securities that are illiquid (including repurchase agreements maturing in       
more than seven days).  This policy does not limit the acquisition of           
restricted securities eligible for resale to qualified institutional            
buyers pursuant to Rule 144A under the Securities Act that are determined       
to be liquid by the Fund's Board of Trustees or by the Manager under            
Board-approved guidelines.  Such guidelines take into account, among other      
factors, trading activity for such securities and the availability of           
reliable pricing information.  If there is a lack of trading interest in        
particular Rule 144A securities, the Fund's holdings of those securities        
may be illiquid.  There may be undesirable delays in selling such               
securities at prices representing their fair value.  Target Fund has an         
identical policy with respect to investment in restricted and illiquid          
securities.                                                                     

Loans of Portfolio Securities.  To attempt to increase income for               
liquidity purposes, each fund may lend its portfolio securities (other          
than in repurchase transactions) to brokers, dealers and other financial        
institutions meeting specified credit conditions if the loan is                 
collateralized in accordance with applicable regulatory requirements and        
if, after any loan, the value of the securities loaned does not exceed 25%      
of the value of that fund's net assets.  Each fund presently does not           
intend that the value of securities loaned in the current fiscal year will      
exceed 5% of the value of its total assets.                                     

Repurchase Agreements.  Each fund may acquire securities subject to             
repurchase agreements to generate income for liquidity purposes to meet         
anticipated redemptions, or pending the investment of proceeds from sales       
of fund shares or settlement of purchases of portfolio investments.  If         
the vendor fails to pay the agreed-upon resale price on the delivery date,      
the fund's risks may include any costs of disposing of such collateral,         
and any loss from any delay in foreclosing on the collateral.  Each fund's      
repurchase agreements will be fully collateralized.  There is no limit on       
the amount of the fund's net assets that may be subject to repurchase           
agreements having a maturity of seven days or less.  Neither fund will          
enter into a repurchase agreement which will cause more than 10% of its         
net assets to be subject to repurchase agreements having a maturity beyond      
seven days.                                                                     

Warrants and Rights                                                             

Each of the funds may invest in warrants, which are the option to purchase      
stock at set prices that are valid for a limited period of time.  The fund      
may invest up to 2% of its total assets in warrants or rights.  Target          
Fund may invest up to 5% of its total assets.  These restrictions do not        
include warrants or rights that have been acquired in units or are              
attached to other securities.  With respect to Target Fund no more than         
2% of its assets may be invested in warrants that are not listed on the         
New York or American Stock Exchanges.                                           

Investment Restrictions                                                         

Each of the funds and Target Fund has certain investment restrictions           
that, together with its investment objectives, are fundamental policies         
changeable only by shareholder approval.  Set forth below is a summary of       
these investment restrictions, which summary is qualified in its entirety       
by the investment policies and restrictions of the funds contained in           
their respective Prospectuses and Statements of Additional Information.         

The Fund and Target Fund cannot: (1) with respect to the Fund, invest in        
securities of a single issuer (except the U.S. Government or its agencies       
or instrumentalities) if immediately thereafter either: (a) more than 5%        
of the Fund's total assets would be invested in securities of that issuer,      
or (b) the Fund would then own more than 10% of that issuer's voting            
securities (with respect to Target Fund, the above-mentioned restrictions       
apply on as to 75% of its assets); (2) invest as to the Fund, more than         
25% of its total assets in securities of companies in any one industry and      
as to Target Fund, invest more than 25% of its total assets in securities       
of companies in any one industry; (3) invest in other open-end investment       
companies or invest more than 5% of net assets in closed-end investment         
companies, including small business investment companies, nor make any          
such investments at commission rates in excess of normal brokerage              
commissions; (4) with respect to the Fund, make short sales of securities       
except "short sales against-the-box"; (5) with respect to the Fund,             
deviate from the percentage restrictions listed under "Illiquid and             
Restricted Securities" and "Writing Covered Calls;" (6) lend money, but         
the funds may invest in a portion of a publicly distributed issue of            
bonds, debentures, commercial paper, or other similar corporate                 
obligations; the fund may also make loans of portfolio securities provided      
the loan is collateralized in accordance with applicable regulatory             
requirements and provided that immediately after any such loan the value        
of the securities loaned does not exceed 25% of net assets; (7) underwrite      
securities of other companies, except insofar as it might be deemed to be       
an underwriter for purposes of the Securities Act of 1933 in the resale         
of any securities held in its own portfolio; (8) invest in or hold              
securities of any issuer if those officers, directors and trustees of the       
funds or its adviser owning individually more than 0.5% of the securities       
of such issuer together own more than 5% of the securities of such issuer;      
(9) invest in commodities or commodity contracts; however, the funds may        
buy and sell any of the Hedging Instruments it may use, whether or not          
such Hedging Instrument is considered to be a commodity or commodity            
contract; (10) invest in real estate or interests in real estate, but may       
purchase readily marketable securities of companies holding real estate         
or interests therein; (11) purchase securities on margin; however, the          
Fund may make margin deposits in connection with any of the Hedging             
Instruments which it may use; or (12) mortgage, hypothecate or pledge any       
of its assets; however, this does not prohibit the escrow arrangements          
contemplated by the writing of covered call options or other collateral         
or margin arrangements in connection with any of the Hedging Instruments        
it may use; or (13) with respect to Target Fund, invest in interests in         
oil, gas or mineral exploration or development programs.                        

Portfolio Turnover                                                              

The Funds may engage frequently in short-term trading to try to achieve         
their investment objectives.  As a result the portfolio turnover of each        
fund might be higher than other mutual funds, although  neither fund            
expects its portfolio turnover to be more than 100% each year.  High            
turnover and short-term trading may cause a fund to have relatively larger      
commission expenses and transactions costs than funds that do not engage        
in short-term trading.  If a fund derives 30% or more of its gross income       
from the sale of securities held less than three months, the fund may fail      
to qualify under the Code as a regulated investment company and thereupon       
would lose certain beneficial tax treatment of its income.  The funds each      
qualified in their last fiscal year and each intends to qualify in the          
coming year, although it reserves the right not to do so.                       

For the fiscal year ended June 30, 1994, the portfolio turnover rate for        
the Fund was 67.7%.  For the six months ended December 31, 1994, the            
portfolio turnover rate for the Fund was 42.4%.  For the fiscal year ended      
December 31, 1994, the portfolio turnover rate for Target Fund with             
respect to Class A shares was 34.7% and with respect to Class C shares was      
34.7%.                                                                          

Description of Brokerage Practices                                              

Brokerage practices for the Fund and Target Fund are the same.  Subject         
to the provisions of the Fund's and Target Fund's respective investment         
advisory agreements with the Manager, allocations of brokerage are made         
by portfolio managers under the supervision of the Manager's executive          
officers. Transactions in securities other than those for which an              
exchange is the primary market are generally done with principals or            
market makers.  Brokerage commissions are paid primarily for effecting          
transactions in listed securities and otherwise only if it appears likely       
that a better price or execution can be obtained.  When the fund engages        
in an option transaction, ordinarily the same broker will be used for the       
purchase or sale of the option and any transactions in the securities to        
which the option relates.  When possible, concurrent orders to purchase         
or sell the same security by more than one of the accounts managed by the       
Manager or it affiliates are combined.  Transactions effected pursuant to       
such combined orders are averaged as to price and allocated in accordance       
with the purchase or sale orders actually placed for each account.  Option      
commissions may be relatively higher than those which would apply to            
direct purchases and sales of portfolio securities.                             

The research services provided by a particular broker may be useful only        
to one or more of the advisory accounts of the Manager and its affiliates,      
and investment research received for the commissions of those other             
accounts may be useful both to the fund and one or more of such other           
accounts.  Such research, which may be supplied by a third party at the         
instance of a broker, includes information and analyses on particular           
companies and industries as well as market or economic trends and               
portfolio strategy, receipt of market quotations for portfolio                  
evaluations, information systems, computer hardware and similar products        
and services.  If a research service also assists the Manager in a non-         
research capacity (such as bookkeeping or other administrative functions),      
then only the percentage or component that provides assistance to the           
Manager in the investment decision-making process may be paid for in            
commission dollars.  The research services provided by brokers broaden the      
scope and supplement the research activities of the Manager, by making          
available additional views for consideration and comparisons, and enabling      
the Manager to obtain market information for the valuation of securities        
held in the fund's portfolio or being considered for purchase.  The Board       
of Trustees, including the independent Trustees of the Fund and Target          
Fund (those Trustees of the Fund and Target Fund who are not "interested        
persons" as defined in the Investment Company Act, and who have no direct       
or indirect financial interest in the operation of the investment advisory      
agreements described below or the service plans described above), annually      
reviews information furnished by the Manager relative to the commissions        
paid to brokers furnishing such services in an effort to ascertain that         
the amount of such commissions was reasonably related to the value or the       
benefit of such services.                                                       

During the Fund's fiscal years ended June 30, 1992, 1993 and 1994, total        
brokerage commissions paid by the Fund (not including spreads or                
concessions on principal transactions on a net trade basis) were $623,069,      
$923,921 and $1,689,639, respectively.  During the fiscal years ended June      
30, 1994, $216,461 was paid to brokers as commissions in return for             
research services (including special research, statistical information and      
execution); the aggregate dollar amount of those transactions was               
$109,841,151.  The transactions giving rise to those commissions were           
allocated in accordance with the internal allocation procedures described       
above.                                                                          

During Target Fund's fiscal years ended December 31, 1992, 1993 and 1994,       
total brokerage commissions paid by Target Fund (not including spreads or       
concessions on principal transactions on a net trade basis) were $493,589,      
$319,608 and $564,504, respectively.  During the fiscal year ended              
December 31, 1994, $138,285,540 was paid to brokers as commissions in           
return for research services (including special research, statistical           
information and execution); the aggregate dollar amount of those                
transactions was $138,265,540.  The transactions giving rise to those           
commissions were allocated in accordance with the Manager's internal            
allocation procedures.                                                          

Expense Ratios and Performance                                                  

The ratio of expenses to average net assets for the Fund for the fiscal         
year ended June 30, 1994 and the six months ended December 31, 1994 were        
.94% and 1.29% (annualized), respectively.  The ratio of expenses to            
average net assets for Class A shares of Target Fund and for Class C            
shares of Target Fund for the fiscal year ended December 31, 1994 were          
1.16% and 2.18%.  Further details are set forth under "Fund Expenses" and       
"Financial Highlights" in Target Fund's Prospectus dated May 1, 1995,           
which accompanies this Proxy Statement and Prospectus, and in the Fund's        
Annual Report as of June 30, 1994 and Semi-Annual Report as of December         
31, 1994, and Target Fund's Annual Report as of December 31, 1994 which         
are included in the Additional Statement.  The Fund's average annual total      
returns (at net asset value) for one, five and ten-year periods ended           
December 31, 1994 were <12.81>%, 6.92% and 13.18%, respectively.  Target        
Fund's average annual total returns (at net asset value) for the one, five      
and ten-year periods ended December 31, 1994 for Class A shares were            
<5.32>%, 8.46% and 10.49%, respectively.  Target Funds average annual           
total return (at net asset value) for its Class C shares for the one-year       
period ended December 31, 1994 was <1.38>% and from inception to December       
31, 1994 was <.60>%.                                                            

Shareholder Services                                                            

The policies of the Fund and Target Fund with respect to minimum initial        
investments and subsequent investments by its shareholders are the same.        
Both the Fund and Target Fund offer the following privileges: (i) Rights        
of Accumulation, (ii) Letters of Intent, (iii) reinvestment of dividends        
and distributions at net asset value, (iv) net asset value purchases by         
certain individuals and entities, (v) Asset Builder (automatic investment)      
Plans, (vi) Automatic Withdrawal and Exchange Plans for shareholders who        
own shares of the fund valued at $5,000 or more (a shareholder may not          
combine different classes of shares in order to qualify for privileges          
under "Rights of Accumulation" and "Letter of Intent"), (vii) reinvestment      
of net redemption proceeds at net asset value within six months of a            
redemption, (viii) AccountLink and PhoneLink arrangements, (ix) exchanges       
of shares for shares of certain other funds at net asset value, and (x)         
telephone redemption and exchange privileges.                                   

Rights of Shareholders                                                          

Shares of the Fund and Class A shares of Target Fund are redeemable at          
their net asset value.  The shares of each such fund entitle the holder         
to one vote per share on the election of trustees and all other matters         
submitted to shareholders of the fund.  Shares of the Fund and the Class        
A shares of Target Fund which Fund shareholders will receive in the             
Reorganization participate equally in the fund's dividends and                  
distributions and in the fund's net assets on liquidation.  All shares of       
each, when issued, are fully paid and non-assessable (except as to Target       
Fund, as described below) and have no preference, preemptive or conversion      
rights.  It is not contemplated that either the Fund or Target Fund will        
hold regular annual meetings of shareholders.  Under the Investment             
Company Act, shareholders of the Fund do not have rights of appraisal as        
a result of the transactions contemplated by the Reorganization Agreement.      
However, they have the right at any time prior to the consummation of such      
transaction to redeem their shares at net asset value.  Shareholders of         
the Fund and Target Fund have the right, under certain circumstances, to        
remove a Trustee and will be assisted in communicating with other               
shareholders for such purpose.                                                  

The Fund and Target Fund, organized as Massachusetts Business Trusts, are       
governed principally by their Declaration of Trusts and by-laws.  The           
shareholders of the Fund and Target Fund have certain rights to call a          
meeting of shareholders as described in their respective Statements of          
Additional Information.  Amendments to the Declaration of Trust require         
the approval of a "majority" (as defined in the Investment Company Act)         
of the fund's shareholders.  However, the Board of Trustees, under the          
provisions of the Declaration of Trust, have the power without shareholder      
approval to divide unissued shares of each of the funds into two or more        
classes.  With respect to Target Fund, the Board has done so and Target         
Fund has two classes of shares, Class A and Class C.  Each class has its        
own dividends and distributions and pays certain expenses which may be          
different.  Each class may have a different net asset value.  Each share        
has one vote at shareholder meetings, with fractional shares voting             
proportionately.  Only shares of a particular class vote together on            
matters that affect that class alone.  Under certain circumstances,             
shareholders of the fund may be held personally liable as partners for the      
fund's obligations, and under the Declaration of Trust such a shareholder       
is entitled to indemnification rights by the fund; the risk of a                
shareholder incurring any such loss is limited to the remote circumstances      
in which the fund is unable to meet its obligations.                            

Management and Distribution Arrangements                                        

The Manager, located at Two World Trade Center, New York, New York 10048-       
0203, acts as the investment adviser for the Fund pursuant to an                
investment advisory agreement with the Fund dated October 22, 1990 (the         
"Fund Advisory Agreement") and acts as the investment adviser to Target         
Fund pursuant to an investment advisory agreement with Target Fund dated        
October 22, 1990 ("Target Fund Advisory Agreement").  The funds' Advisory       
Agreements were submitted to and approved by the shareholders of the funds      
at a meeting held October 1, 1990 because the acquisition of the Manager        
by Oppenheimer Acquisition Corporation ("OAC") on October 22, 1990              
terminated the previous investment advisory agreement.  The monthly             
management fee payable to the Manager by each fund and the 12b-1 service        
plan fee paid by each fund to the Distributor is set forth above under          
"Synopsis - Investment Advisory and Service Plan Fees."  The Fund and           
Target Fund have each adopted a Service Plan for their Class A shares to        
reimburse the Distributor for a portion of its costs incurred in                
connection with personal service and maintenance of accounts that hold          
Class A shares.  As of July 1, 1994, Target Fund shareholders approved an       
amended Service Plan for Class A shares that applies to all Class A shares      
of Target Fund, regardless of the date on which the shares were purchased.      
The Distributor uses all of those fees to compensate dealers, brokers,          
banks and other financial institutions quarterly for providing personal         
service and maintenance of accounts of their customers that hold Class A        
shares and to reimburse itself (if each Fund's Board of Trustees                
authorizes such reimbursements, which it has not yet done) for its other        
expenditures.  Services to be provided include, among others, answering         
customer inquiries about each fund, assisting in establishing and               
maintaining accounts in each fund, making each fund's investment plans          
available and providing other services at the request of a fund or the          
Distributor.                                                                    

Pursuant to the Fund Advisory Agreement and the Target Fund Advisory            
Agreement, the Manager supervises the investment operations of the funds        
and the composition of their portfolios and furnishes advice and                
recommendations with respect to investments, investment policies and the        
purchase and sale of securities.  The Manager also provides the Fund and        
Target Fund with adequate office space, facilities and equipment and            
provides, and supervises the activities of, all administrative and              
clerical personnel required to provide effective administration, including      
the compilation and maintenance of records with respect to its operations,      
the preparation and filing of specified reports, and composition of proxy       
materials and registration statements for continuous public sale of shares      
of each fund.                                                                   

For the fiscal year ended June 30, 1994 and the six months ended December       
31, 1994, the management fees paid by the Fund were $2,848,414 and              
$1,212,078, respectively.  For the fiscal year ended December 31, 1994,         
the management fees paid by Target Fund was $2,471,942 for its Class A          
shares and $3,549 for its Class C shares.  The Fund Advisory Agreement          
contains no expense limitation.  However, independently of the agreement,       
the Manager has undertaken that the total expenses of the Fund in any           
fiscal year (including the management fee but exclusive of taxes,               
interest, brokerage commissions, distribution plan payments and any             
extraordinary non-recurring expenses, including litigation) shall not           
exceed the most stringent state  regulatory limitation on fund expenses         
applicable to the Fund.  At present, that limitation is imposed by              
California and limits expenses (with specified exclusions) to 2.5% of the       
first $30 million of average annual net assets, 2% of the next $70 million      
and 1.5% of average annual net assets in excess of $100 million.  The           
Target Fund Advisory Agreement also contains the foregoing expense              
limitation.  The Manager reserves the right to change or eliminate the          
expense limitation at any time and there can be no assurance as to the          
duration of the expense limitation.                                             

The Manager is controlled by OAC, a holding company owned in part by            
senior management of the Manager and ultimately controlled by                   
Massachusetts Mutual Life Insurance Company, a mutual life insurance            
company that also advises pension plans and investment companies.  The          
Manager has operated as an investment company adviser since 1959.  The          
Manager and its affiliates currently advise investment companies with           
combined net assets aggregating over $30 billion as of March 31, 1995,          
with more than 2.4 million shareholder accounts.  OSS, a division of the        
Manager, acts as transfer and shareholder servicing agent on an at-cost         
basis for the Fund and Target Fund and for certain other open-end funds         
managed by the Manager and its affiliates.                                      

The Distributor, a wholly-owned subsidiary of the Manager, acts as the          
general distributor of each fund's shares under a General Distributor's         
Agreement for each fund dated December 10, 1992.  The General                   
Distributor's Agreement is subject to the same annual renewal requirements      
and termination provisions as the investment advisory agreements.  For the      
fiscal years ended June 30, 1992, 1993 and 1994, selling charges on the         
Fund's shares amounted to $990,171, $714,148 and $629,755, of which the         
Distributor and an affiliated broker-dealer retained in the aggregate           
$246,042, $189,859 and $168,109, respectively.  For the fiscal years ended      
December 31, 1992, 1993 and 1994, selling charges on Target Fund's Class        
A shares amounted to $975,380, $698,109 and $351,806, of which the              
Distributor and an affiliated broker-dealer retained, in the aggregate,         
$421,079, $298,443 and $141,646, respectively.  For the period ended            
December 31, 1994, contingent deferred sales charges collected by the           
Distributor on the redemption of Class C shares amounted to $1,185.             

Target Fund Performance                                                         

Target Fund does not maintain a fixed dividend rate and there can be no         
assurance as to the payment of any dividends or the realization of any          
capital gains.                                                                  

The performance graph set forth below depicts the performance of a              
hypothetical investment of $10,000 in each class of shares of Target Fund       
held until December 31, 1994: in the case of Class A shares, over a ten         
year period, and in the case of Class C shares, a one year period, and          
from inception of the Class on December 1, 1993, with all dividends and         
capital gains distributions reinvested in additional shares as net asset        
value on the reinvestment date, without sales charge.  The graph reflects       
the deduction of the 5.75% maximum initial sales charge on Class A shares       
and the 1.0% contingent deferred sales charge and Class C shares.  The          
graph compares the average annual total return of Class A shares of Target      
Fund's shares over that period with the performance of the Standard &           
Poor's ("S&P") 500 Index, an unmanaged index of common stocks widely used       
as a general measure of the performance of the U.S. equity securities           
market.  The performance of the S&P 500 Index includes a factor for the         
reinvestment of dividend income but does not reflect reinvestment of            
capital gains or take into account sales charges or other initial or            
ongoing expenses of such stocks.  None of the data below shows the effect       
of taxes.  Fund shareholders receiving Class                                    
A shares of Target Fund in the Reorganization will not pay a sales charge       
on Class A shares of Target Fund.                                               

Comparison of Change                                                            
In Value of $10,000                                                             
Hypothetical Investment in                                                      
Oppenheimer Target Fund                                                         
S&P 500 Index                                                                   

Average Annual Total Return of Target Fund at 12/31/94                          

                                                                [Download Table]

                  1 Year            5 Year       10 Year
                                                        
Class A           <5.32>%           8.46%        10.49% 

                  1 Year            (Life)*             
Class C           <1.38>%           <.60>%              


                                                                [Download Table]


                   Oppenheimer                    Oppenheimer                 
Fiscal Year        Target Fund       S&P          Target Fund       $10,000   
(Period Ended)     Class A           500 Index    Class C           Investment
                                                                              
12/31/84           $ 9,425           $10,627                                  
12/31/85           $12,239           $13,999                                  
12/31/86           $13,252           $16,613                                  
12/31/87           $10,873           $17,485                                  
12/31/88           $14,395           $20,380                                  
12/31/89           $17,030           $26,826                                  
12/31/90           $16,667           $25,992                                  
12/31/91           $23,556           $33,894                                  
12/31/92           $25,974           $36,473                                  
11/30/93           $26,663           $39,661      $10,000           $10,000   
12/31/93           $26,994           $40,142      $10,117           $10,121   
12/31/94           $27,117           $40,668      $10,066           $10,254   


Past performance is not predictive of future performance.                       

Purchase of Additional Shares                                                   

Shares of the Fund (consisting of Class A shares) and Class A shares            
Target Fund are sold at net asset value plus a maximum sales charge of          
5.75% of the offering price.  The sales charge is reduced for purchases         
of either fund's shares of $25,000 or more.  On certain purchases of            
shares of $1 million or more, a contingent deferred sales charge of 1% is       
imposed when such shares are redeemed within 18 months of the end of the        
calendar month of their purchase, subject to certain conditions.  Class         
C shares of Target Fund are sold at net asset value per share without an        
initial sales charge.  However, if Class C shares are redeemed within 12        
months of their purchase, a contingent deferred sales charge of 1.0% will       
be deducted from the redemption proceeds.                                       

The sales charge on Class A shares of Target Fund will only affect              
shareholders of the Fund to the extent that they desire to make additional      
purchases of Class A shares of Target Fund in addition to the shares which      
they will receive as a result of the Reorganization.  The shares to be          
issued under the Reorganization Agreement will be issued by Target Fund         
at net asset value without a sales charge.  Future dividends and capital        
gain distributions of Target Fund, if any, may be reinvested without sales      
charge into Class A shares.  Any Fund shareholder who is entitled to a          
reduced sales charge on additional purchases by reason of a Letter of           
Intent or Rights of Accumulation based upon holdings of shares of the Fund      
will continue to be entitled to a reduced sales charge on any future            
purchase of Class A shares of Target Fund.                                      

METHOD OF CARRYING OUT THE REORGANIZATION                                       

The consummation of the transactions contemplated by the Reorganization         
Agreement is contingent upon the approval of the Reorganization by the          
shareholders of the Fund and the receipt of the other opinions and              
certificates set forth in Sections 10 and 11 of the Reorganization              
Agreement and the occurrence of the events described in those Sections.         
Under the Reorganization Agreement, all the assets of the Fund, excluding       
the Cash Reserve, will be delivered to Target Fund in exchange for Class        
A shares of Target Fund.  The Cash Reserve to be retained by the Fund will      
be sufficient in the discretion of the Board for the payment of the Fund's      
liabilities, and the Fund's expenses of liquidation.                            

Assuming the shareholders of the Fund approve the Reorganization, the           
actual exchange of assets is expected to take place as soon thereafter as       
is practicable (the "Closing Date") on the basis of net asset values as         
of the close of business on the business day preceding the Closing Date         
(the "Valuation Date").  Under the Reorganization Agreement, all                
redemptions of shares of the Fund shall be permanently suspended on the         
Valuation Date; only redemption requests received in proper form on or          
prior to the close of business on that date shall be fulfilled by it;           
redemption requests received by the Fund after that date will be treated        
as requests for redemptions of the Class A shares of Target Fund to be          
distributed to the shareholders requesting redemption.  The exchange of         
assets for Class A shares will be done on the basis of the per share net        
asset value of the Class A shares of Target Fund, and the value of the          
assets of the Fund to be transferred as of the close of business on the         
Valuation Date, in the manner used by Target Fund in the valuation of           
assets.  Target Fund is not assuming any of the liabilities of the Fund,        
except for portfolio securities purchased which have not settled and            
outstanding shareholder redemption and dividend checks.                         

The net asset value of the Class A shares transferred by Target Fund to         
the Fund will be the same as the value of the net assets received by            
Target Fund.  For example, if, on the Valuation Date, the Fund were to          
have securities with a market value of $95,000 and cash in the amount of        
$10,000 (of which $5,000 was to be retained by it as the Cash Reserve),         
the value of the assets which would be transferred to Target Fund would         
be $100,000.  If the net asset value per share of Target Fund were $10 per      
share at the close of business on the Valuation Date, the number of shares      
to be issued would be 10,000 ($100,000 divided by $10).  These 10,000 shares of 
Target Fund would be distributed to the former shareholders of the Fund.        
This example is given for illustration purposes only and does not bear any      
relationship to the dollar amounts or shares expected to be involved in         
the Reorganization.                                                             

After the Closing Date, the Fund will distribute on a pro rata basis to         
its shareholders of record on the Valuation Date the Class A shares of          
Target Fund received by the Fund at the closing, in liquidation of the          
outstanding shares of the Fund, and the outstanding shares of the Fund          
will be cancelled.  To assist the Fund in this distribution, Target Fund        
will, in accordance with a shareholder list supplied by the Fund, cause         
its transfer agent to credit and confirm an appropriate number of shares        
of Target Fund to each shareholder of the Fund.  Certificates for shares        
of Target Fund will be issued upon written request of a former shareholder      
of the Fund but only for whole shares with fractional shares credited to        
the name of the shareholder on the books of Target Fund.  Former                
shareholders of the Fund who wish certificates representing their shares        
of Target Fund must, after receipt of their confirmations, make a written       
request to OSS, P.O. Box 5270, Denver, Colorado 80217.  Shareholders of         
the Fund holding certificates representing their shares will not be             
required to surrender their certificates to anyone in connection with the       
Reorganization.  After the Reorganization, however, it will be necessary        
for such shareholders to surrender such certificates in order to redeem,        
transfer or exchange any shares of Target Fund.                                 

Under the Reorganization Agreement, within one year after the Closing           
Date, the Fund shall: (a) either pay or make provision for all of its           
debts and taxes; and (b) either (i) transfer any remaining amount of the        
Cash Reserve to Target Fund, if such remaining amount is not material (as       
defined below) or (ii) distribute such remaining amount to the                  
shareholders of the Fund who were such on the Valuation Date.  Such             
remaining amount shall be deemed to be material if the amount to be             
distributed, after deducting the estimated expenses of the distribution,        
equals or exceeds one cent per share of the number of Fund shares               
outstanding on the Valuation Date.  Within one year after the Closing           
Date, the Fund will complete its liquidation.                                   

Under the Reorganization Agreement, either the Fund or Target Fund may          
abandon and terminate the Reorganization Agreement without liability if         
the other party breaches any material provision of the Reorganization           
Agreement or, if prior to the closing, any legal, administrative or other       
proceeding shall be instituted or  threatened (i) seeking to restrain or        
otherwise prohibit the transactions contemplated by the Reorganization          
Agreement and/or (ii) asserting a material liability of either party,           
which proceeding or liability has not been terminated or the threat             
thereto removed prior to the Closing Date.                                      

In the event that the Reorganization Agreement is not consummated for any       
reason, the Board will consider and may submit to the shareholders other        
alternatives.                                                                   

MISCELLANEOUS                                                                   

Financial Information                                                           

The Reorganization will be accounted for by the surviving fund in its           
financial statements similar to a pooling without restatement.  Further         
financial information as to the Fund is contained in its current                
Prospectus, which is available without charge from OSS, P.O. Box 5270,          
Denver, Colorado 80217, and is incorporated herein, and in its audited          
financial statements as of June 30, 1994 and unaudited financial                
statements (semi-annual) as of December 31, 1994, which are included in         
the Additional Statement.  Financial information for Target Fund is             
contained in its current Prospectus accompanying this Proxy Statement and       
Prospectus and incorporated herein, and in its audited financial                
statements as of December 31, 1994, which are included in the Additional        
Statement.                                                                      

Public Information                                                              

Additional information about the Fund and Target Fund is available, as          
applicable,  in the following documents which are incorporated herein by        
reference: (i) Target Fund's Prospectus dated May 1, 1995, accompanying         
this Proxy Statement and Prospectus and incorporated herein; (ii) the           
Fund's Prospectus dated October 21, 1994, supplemented April 13, 1995,          
which may be obtained without charge by writing to OSS, P.O. Box 5270,          
Denver, Colorado 80217; (iii) Target Fund's Annual Report as of December        
31, 1994, which may be obtained without charge by writing to OSS at the         
address indicated above; and (iv) the Fund's Annual Report as of June 30,       
1994 and Semi-Annual Report as of December 31, 1994, which may be obtained      
without charge by writing to OSS at the address indicated above.  All of        
the foregoing documents may be obtained by calling the toll-free number         
on the cover of this Proxy Statement and Prospectus.                            

Additional information about the following matters is contained in the          
Additional Statement, which incorporates by reference the Target Fund           
Additional Statement, and the Fund's Prospectus dated October 21, 1994,         
supplemented January 3, 1995 and Statement of Additional Information dated      
October 21, 1994: the organization and operation of Target Fund and the         
Fund; more information on investment policies, practices and risks;             
information about the Fund's and Target Fund's respective Boards of             
Trustees and their responsibilities; a further description of the services      
provided by Target Fund's and the Fund's investment adviser, distributor,       
and transfer and shareholder servicing agent; dividend policies; tax            
matters; an explanation of the method of determining the offering price         
of the shares of Target Fund and the Fund; purchase, redemption and             
exchange programs; and distribution arrangements.                               

The Fund and Target Fund are subject to the informational requirements of       
the Securities Exchange Act of 1934, as amended, and in accordance              
therewith, file reports and other information with the SEC.  Proxy              
material, reports and other information about the Fund and Target Fund          
which are of public record can be inspected and copied at public reference      
facilities maintained by the SEC in Washington, D.C. and certain of its         
regional  offices, and copies of such materials can be obtained at              
prescribed rates from the Public Reference Branch, Office of Consumer           
Affairs and Information Services, SEC, Washington, D.C. 20549.                  

OTHER BUSINESS                                                                  

Management of the Fund knows of no business other than the matters              
specified above which will be presented at the Meeting.  Since matters not      
known at the time of the solicitation may come before the Meeting, the          
proxy as solicited confers discretionary authority with respect to such         
matters as properly come before the Meeting, including any adjournment or       
adjournments thereof, and it is the intention of the persons named as           
attorneys-in-fact in the proxy to vote this proxy in accordance with their      
judgment on such matters.                                                       

By Order of the Board of Directors                                              

Andrew J. Donohue, Secretary                                                    

______________, 1995320                                                         

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                                 Annex A

AGREEMENT AND PLAN OF REORGANIZATION                                            

  AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of
March __, 1995 by and between Oppenheimer Time Fund (the "Fund"), a             
Massachusetts business trust, and Oppenheimer Target Fund ("Target Fund"),      
a Massachusetts business trust.                                                 

W I T N E S S E T H:                                                            

  WHEREAS, the parties are each open-end investment companies of the
management type; and                                                            

    WHEREAS, the parties hereto desire to provide for the reorganization
pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as          
amended (the "Code"), of the Fund through the acquisition by Target Fund        
of substantially all of the assets of the Fund in exchange for the Class        
A voting shares of beneficial interest ("shares") of Target Fund and the        
assumption by Target Fund of certain liabilities of the Fund, which shares      
of Target Fund are thereafter to be distributed by the Fund pro rata to         
its shareholders in complete liquidation of the Fund and complete               
cancellation of its shares;                                                     

NOW, THEREFORE, in consideration of the mutual promises herein  
contained, the parties hereto agree as follows:                                 

1.  The parties hereto hereby adopt a Plan of Reorganization pursuant   
to Section 368(a)(1) of the Code as follows:  The reorganization will be        
comprised of the acquisition by Target Fund of substantially all of the         
properties and assets of the Fund in exchange for shares of Target Fund         
and the assumption by Target Fund of certain liabilities of the Fund,           
followed by the distribution of such Target Fund shares to the                  
shareholders of the Fund in exchange for their shares of the Fund, all          
upon and subject to the terms of the Agreement hereinafter set forth.           

The share transfer books of the Fund will be permanently closed at the  
close of business on the Valuation Date (as hereinafter defined) and only       
redemption requests received in proper form on or prior to the close of         
business on the Valuation Date shall be fulfilled by the Fund; redemption       
requests received by the Fund after that date shall be treated as requests      
for the redemption of the shares of Target Fund to be distributed to the        
shareholder in question as provided in Section 5.                               

2.  On the Closing Date (as hereinafter defined), all of the assets of  
the Fund on that date, excluding a cash reserve (the "Cash Reserve") to         
be retained by the Fund sufficient in its discretion for the payment of         
the expenses of the Fund's dissolution and its liabilities, but not in          
excess of the amount contemplated by Section 10E, shall be delivered as         
provided in Section 8 to Target Fund, in exchange for and against delivery      
to the Fund on the Closing Date of a number of shares of Target Fund            
having an aggregate net asset value equal to the value of the assets of         
the Fund so transferred and delivered.                                          

3.  The net asset value of the shares of Target Fund and the value of   
the assets of the Fund to be transferred shall in each case be determined       
as of the close of business of the New York Stock Exchange on the               
Valuation Date.  The computation of the net asset value of the Class A          
shares of Target Fund and the Fund shall be done in the manner used by          
Target Fund and the Fund, respectively, in the computation of such net          
asset value per share as set forth in their respective  prospectuses.  The      
methods used by Target Fund in such computation shall be applied to the         
valuation of the assets of the Fund to be transferred to Target Fund.           

The Fund shall declare and pay, immediately prior to the Valuation      
Date, a dividend or dividends which, together with all previous such            
dividends, shall have the effect of distributing to the Fund's                  
shareholders all of the Fund's investment company taxable income for            
taxable years ending on or prior to the Closing Date (computed without          
regard to any dividends paid) and all of its net capital gain, if any,          
realized in taxable years ending on or prior to the Closing Date (after         
reduction for any capital loss carry-forward).                                  

4.  The closing (the "Closing") shall be at the office of Oppenheimer   
Management Corporation (the "Agent"), Two World Trade Center, Suite 3400,       
New York, New York 10048, at 4:00 P.M. New York time on _______________,        
1995, or at such other time or place as the parties may designate or as         
provided below (the "Closing Date").  The business day preceding the            
Closing Date is herein referred to as the "Valuation Date."                     

In the event that on the Valuation Date either party has, pursuant to   
the Investment Company Act of 1940, as amended (the "Act"), or any rule,        
regulation or order thereunder, suspended the redemption of its shares or       
postponed payment therefor, the Closing Date shall be postponed until the       
first business day after the date when both parties have ceased such            
suspension or postponement; provided, however, that if such suspension          
shall continue for a period of 60 days beyond the Valuation Date, then the      
other party to the Agreement shall be permitted to terminate the Agreement      
without liability to either party for such termination.                         

5.  As soon as practicable after the Closing, the Fund shall distribute 
on a pro rata basis to the shareholders of the Fund on the Valuation Date       
the shares of Target Fund received by the Fund on the Closing Date in           
exchange for the assets of the Fund in complete liquidation of the Fund;        
for the purpose of the distribution by the Fund of such shares of Target        
Fund to its shareholders, Target Fund will promptly cause its transfer          
agent to: (a) credit an appropriate number of shares of Target Fund on the      
books of Target Fund to each shareholder of the Fund in accordance with         
a list (the "Shareholder List") of its shareholders received from the           
Fund; and (b) confirm an appropriate number of shares of Target Fund to         
each shareholder of the Fund; certificates for shares of Target Fund will       
be issued upon written request of a former shareholder of the Fund but          
only for whole shares with fractional shares credited to the name of the        
shareholder on the books of Target Fund.                                        

The Shareholder List shall indicate, as of the close of business on the 
Valuation Date, the name and address of each shareholder of the Fund,           
indicating his or her share balance.  The Fund agrees to supply the             
Shareholder List to Target Fund not later than the Closing Date.                
Shareholders of the Fund holding certificates representing their shares         
shall not be required to surrender their certificates to anyone in              
connection with the reorganization.  After the Closing Date, however, it        
will be necessary for such shareholders to surrender their certificates         
in order to redeem, transfer or pledge the Class A shares of Target Fund        
which they received.                                                            

6.  Within one year after the Closing Date, the Fund shall (a) either   
pay or make provision for payment of all of its liabilities  and taxes,         
and (b) either (i) transfer any remaining amount of the Cash Reserve to         
Target Fund, if such remaining amount (as reduced by the estimated cost         
of distributing it to shareholders) is not material (as defined below) or       
(ii) distribute such remaining amount to the shareholders of the Fund on        
the Valuation Date.  Such remaining amount shall be deemed to be material       
if the amount to be distributed, after deduction of the estimated expenses      
of the distribution, equals or exceeds one cent per share of the Fund           
outstanding on the Valuation Date.                                              

7.  Prior to the Closing Date, there shall be coordination between the  
parties as to their respective portfolios so that, after the closing,           
Target Fund will be in compliance with all of its investment policies and       
restrictions.  At the Closing, the Fund shall deliver to Target Fund two        
copies of a list setting forth the securities then owned by the Fund.           
Promptly after the Closing, the Fund shall provide Target Fund a list           
setting forth the respective federal income tax bases thereof.                  

8.  Portfolio securities or written evidence acceptable to Target Fund  
of record ownership thereof by The Depository Trust Company or through the      
Federal Reserve Book Entry System or any other depository approved by the       
Fund pursuant to Rule 17f-4 under the Act shall be endorsed and delivered,      
or transferred by appropriate transfer or assignment documents, by the          
Fund on the Closing Date to Target Fund, or at its direction, to its            
custodian bank, in proper form for transfer in such condition as to             
constitute good delivery thereof in accordance with the custom of brokers       
and shall be accompanied by all necessary state transfer stamps, if any.        
The cash delivered shall be in the form of certified or bank cashiers'          
checks or by bank wire or intra-bank transfer payable to the order of           
Target Fund for the account of Target Fund.  Class A shares of Target Fund      
representing the number of Class A shares of Target Fund being delivered        
against the assets of the Fund, registered in the name of the Fund, shall       
be transferred to the Fund on the Closing Date.  Such shares shall              
thereupon be assigned by the Fund to its shareholders so that the shares        
of Target Fund may be distributed as provided in Section 5.                     

If, at the Closing Date, the Fund is unable to make delivery under this 
Section 8 to Target Fund of any of its portfolio securities or cash for         
the reason that any of such securities purchased by the Fund, or the cash       
proceeds of a sale of portfolio securities, prior to the Closing Date have      
not yet been delivered to it or the Fund's custodian, then the delivery         
requirements of this Section 8 with respect to said undelivered securities      
or cash will be waived and the Fund will deliver to Target Fund by or on        
the Closing Date and with respect to said undelivered securities or cash        
executed copies of an agreement or agreements of assignment in a form           
reasonably satisfactory to Target Fund, together with such other                
documents, including a due bill or due bills and brokers' confirmation          
slips as may reasonably be required by Target Fund.                             

9.  Target Fund shall not assume the liabilities (except for portfolio  
securities purchased which have not settled and for shareholder redemption      
and dividend checks outstanding) of the Fund, but the Fund will,                
nevertheless, use its best efforts to discharge all known liabilities, so       
far as may be possible, prior to the Closing Date.  The cost of printing        
and mailing the proxies and proxy statements will be borne by the Fund.         
The Fund and Target Fund will bear the cost of their respective tax             
opinion.  Any documents such as existing prospectuses or annual reports         
that are included in that mailing will be a cost of the fund issuing the        
document.  Any other out-of-pocket expenses of Target Fund and the Fund         
associated with this reorganization, including legal, accounting and            
transfer agent expenses, will be borne by the Fund and Target Fund,             
respectively, in the amounts so incurred by each.                               

10.  The obligations of Target Fund hereunder shall be subject to the   
following conditions:                                                           

A.  The Board of Trustees of the Fund shall have authorized the 
execution of the Agreement, and the shareholders of the Fund shall have         
approved the Agreement and the transactions contemplated hereby, and the        
Fund shall have furnished to Target Fund copies of resolutions to that          
effect certified by the Secretary or an Assistant Secretary of the Fund;        
such shareholder approval shall have been by the affirmative vote of "a         
majority of the outstanding voting securities" (as defined in the Act) of       
the Fund at a meeting for which proxies have been solicited by the Proxy        
Statement and Prospectus (as hereinafter defined).                              

     B.  Target Fund shall have received an opinion dated the Closing Date
of counsel to the Fund, to the effect that (i) the Fund is a business           
trust duly organized, validly existing and in good standing under the laws      
of the Commonwealth of Massachusetts with full powers to carry on its           
business as then being conducted and to enter into and perform the              
Agreement; and (ii) that all action necessary to make the Agreement,            
according to its terms, valid, binding and enforceable on the Fund and to       
authorize effectively the transactions contemplated by the Agreement have       
been taken by the Fund.                                                         

   C.  The representations and warranties of the Fund contained herein
shall be true and correct at and as of the Closing Date, and Target Fund        
shall have been furnished with a certificate of the President, or a Vice        
President, or the Secretary or the Assistant Secretary or the Treasurer         
of the Fund, dated the Closing Date, to that effect.                            

     D.  On the Closing Date, the Fund shall have furnished to Target Fund
a certificate of the Treasurer or Assistant Treasurer of the Fund as to         
the amount of the capital loss carry-over and net unrealized appreciation       
or depreciation, if any, with respect to the Fund as of the Closing Date.       

 E.  The Cash Reserve shall not exceed 10% of the value of the net
assets, nor 30% in value of the gross assets, of the Fund at the close of       
business on the Valuation Date.                                                 

    F.  A Registration Statement on Form N-14 filed by Target Fund under
the Securities Act of 1933, as amended (the "1933 Act"), containing a           
preliminary form of the Proxy Statement and Prospectus, shall have become       
effective under the 1933 Act not later than _____________, 1995.                

    G.  On the Closing Date, Target Fund shall have received a letter of
Andrew J. Donohue or other senior executive officer of Oppenheimer              
Management Corporation acceptable to Target Fund, stating that nothing has      
come to his or her attention which in his or her judgment would indicate        
that as of the Closing Date there were any material actual or contingent        
liabilities of the Fund arising out of litigation brought against the Fund      
or claims asserted against it, or pending or to the best of his or her          
knowledge threatened claims or litigation not reflected in or apparent          
from the most recent audited financial statements and footnotes thereto         
of the Fund delivered to Target Fund.  Such letter may also include  such       
additional statements relating to the scope of the review conducted by          
such person and his or her responsibilities and liabilities as are not          
unreasonable under the circumstances.                                           

 H.  Target Fund shall have received an opinion, dated the Closing
Date, of KPMG Peat Marwick LLP, to the same effect as the opinion               
contemplated by Section 11.E. of the Agreement.                                 

    I.  Target Fund shall have received at the closing all of the assets
of the Fund to be conveyed hereunder, which assets shall be free and clear      
of all liens, encumbrances, security interests, restrictions and                
limitations whatsoever.                                                         

11.  The obligations of the Fund hereunder shall be subject to the      
following conditions:                                                           

  A.  The Board of Trustees of Target Fund shall have authorized the
execution of the Agreement, and the transactions contemplated hereby, and       
Target Fund shall have furnished to the Fund copies of resolutions to that      
effect certified by the Secretary or an Assistant Secretary of Target           
Fund.                                                                           

     B.  The Fund's shareholders shall have approved the Agreement and the
transactions contemplated hereby, by an affirmative vote of "a majority         
of the outstanding voting securities" (as defined in the Act) of the Fund,      
and the Fund shall have furnished Target Fund copies of resolutions to          
that effect certified by the Secretary or an Assistant Secretary of the         
Fund.                                                                           

  C.  The Fund shall have received an opinion dated the Closing Date
of counsel to Target Fund, to the effect that (i) Target Fund is a              
business trust duly organized, validly existing and in good standing under      
the laws of the Commonwealth of Massachusetts with full powers to carry         
on its business as then being conducted and to enter into and perform the       
Agreement; (ii) all action necessary to make the Agreement, according to        
its terms, valid, binding and enforceable upon Target Fund and to               
authorize effectively the transactions contemplated by the Agreement have       
been taken by Target Fund, and (iii) the Class A shares of Target Fund to       
be issued hereunder are duly authorized and when issued will be validly         
issued, fully-paid and non-assessable, except as set forth in Target            
Fund's then current Prospectus and Statement of Additional Information.         

     D. The representations and warranties of Target Fund contained herein
shall be true and correct at and as of the Closing Date, and the Fund           
shall have been furnished with a certificate of the President, a Vice           
President or the Secretary or an Assistant Secretary or the Treasurer of        
Target Fund to that effect dated the Closing Date.                              

    E.  The Fund shall have received an opinion of KPMG Peat Marwick LLP
to the effect that the Federal tax consequences of the transaction, if          
carried out in the manner outlined in this Plan of Reorganization and in        
accordance with (i) the Fund's representation that there is no plan or          
intention by any Fund shareholder who owns 5% or more of the Fund's             
outstanding shares, and, to the Fund's best knowledge, there is no plan         
or intention on the part of the remaining Fund shareholders, to redeem,         
sell, exchange or otherwise dispose of a number of Target Fund shares           
received in the transaction that would reduce the Fund shareholders'            
ownership of Target Fund shares to a number of shares having a value, as        
of the Closing Date, of less than 50% of the value of all of the formerly       
outstanding Fund shares as of the same date, (ii) the representation by         
each of the Fund and Target Fund that, as of the Closing Date, the Fund         
and Target Fund will qualify as regulated investment companies or will          
meet the diversification test of Section 368(a)(2)(F)(ii) of the Code, and      
(iii) the other representations by each of the Fund and Target Fund made        
to KPMG Peat Marwick LLP and set forth in the opinion will generally be         
as follows:                                                                     

             1.  The transactions contemplated by the Agreement will qualify
as a tax-free "reorganization" within the meaning of Section 368(a)(1) of       
the Code, and under the regulations promulgated thereunder.                     

           2.  The Fund and Target Fund will each qualify as a "party to
a reorganization" within the meaning of Section 368(b)(2) of the Code.          

           3.  No gain or loss will be recognized by the shareholders of
the Fund upon the distribution of Class A shares of beneficial interest         
in Target Fund to the shareholders of the Fund pursuant to Section 354 of       
the Code.                                                                       

          4.  Under Section 361(a) of the Code no gain or loss will be
recognized by the Fund by reason of the transfer of substantially all its       
assets in exchange for Class A shares of Target Fund.                           

        5.  Under Section 1032 of the Code no gain or loss will be
recognized by Target Fund by reason of the transfer of substantially all        
the Fund's assets in exchange for shares of Target Fund and Target Fund's       
assumption of certain liabilities of the Fund.                                  

           6.  The shareholders of the Fund will have the same tax basis
and holding period for the Class A shares of beneficial interest in Target      
Fund that they receive as they had for the Fund shares that they                
previously held, pursuant to Section 358(a) and 1223(1), respectively, of       
the Code.                                                                       

            7.  The securities transferred by the Fund to Target Fund will
have the same tax basis and holding period in the hands of Target Fund as       
they had for the Fund, pursuant to Section 362(b) and 1223(1),                  
respectively, of the Code.                                                      

 F.  The Cash Reserve shall not exceed 10% of the value of the net
assets, nor 30% in value of the gross assets, of the Fund at the close of       
business on the Valuation Date.                                                 

    G.  A Registration Statement on Form N-14 filed by Target Fund under
the 1933 Act, containing a preliminary form of the Proxy Statement and          
Prospectus, shall have become effective under the 1933 Act not later than       
_______________, 1995.                                                          

 H.  On the Closing Date, the Fund shall have received a letter of
Andrew J. Donohue or other senior executive officer of Oppenheimer              
Management Corporation acceptable to the Fund, stating that nothing has         
come to his or her attention which in his or her judgment would indicate        
that as of the Closing Date there were any material actual or contingent        
liabilities of Target Fund arising out of litigation brought against            
Target Fund or claims asserted against it, or pending or, to the best of        
his or her knowledge, threatened claims or litigation not reflected in or       
apparent by the most recent audited financial statements and footnotes          
thereto of Target Fund delivered to the Fund.  Such letter may also             
include such additional statements relating to the scope of the review          
conducted by such person and his or her responsibilities and liabilities        
as are not unreasonable under the circumstances.                                

I.  The Fund shall acknowledge receipt of the Class A shares of 
Target Fund.                                                                    

12.  The Fund hereby represents and warrants that:                      

A.  The financial statements of the Fund as at June 30, 1994 and
December 31, 1994 heretofore furnished to Target Fund, present fairly the       
financial position, results of operations, and changes in net assets of         
the Fund as of that date, in conformity with generally accepted accounting      
principles applied on a basis consistent with the preceding year; and that      
from June 30, 1994 through the date hereof there has not been, and through      
the Closing Date there will not be, any material adverse change in the          
business or financial condition of the Fund, it being agreed that a             
decrease in the size of the Fund due to a diminution in the value of its        
portfolio and/or redemption of its shares shall not be considered a             
material adverse change;                                                        

  B.  Contingent upon approval of the Agreement and the transactions
contemplated hereby by the Fund's shareholders, the Fund has authority to       
transfer all of the assets of the Fund to be conveyed hereunder free and        
clear of all liens, encumbrances, security interests, restrictions and          
limitations whatsoever;                                                         

 C.  The Prospectus, as amended and supplemented, contained in the
Fund's Registration Statement under the 1933 Act, as amended, is true,          
correct and complete, conforms to the requirements of the 1933 Act and          
does not contain any untrue statement of a material fact or omit to state       
a material fact required to be stated therein or necessary to make the          
statements therein not misleading.  The Registration Statement, as              
amended, was, as of the date of the filing of the last Post-Effective           
Amendment, true, correct and complete, conformed to the requirements of         
the 1933 Act and did not contain any untrue statement of a material fact        
or omit to state a material fact required to be stated therein or               
necessary to make the statements therein not misleading;                        

D.  There is no material contingent liability of the Fund and no
material claim and no material legal, administrative or other proceedings       
pending or, to the knowledge of the Fund, threatened against the Fund, not      
reflected in such Prospectus;                                                   

    E.  There are no material contracts outstanding to which the Fund is
a party other than those ordinary in the conduct of its business;               

     F.  The Fund is a business trust duly organized, validly existing and
in good standing under the laws of the Commonwealth of Massachusetts; and       
has all necessary and material Federal and state authorizations to own all      
of its assets and to carry on its business as now being conducted; and the      
Fund is duly registered under the Act and such registration has not been        
rescinded or revoked and is in full force and effect;                           

G.  All Federal and other tax returns and reports of the Fund   
required by law to be filed have been filed, and all Federal and other          
taxes shown due on said returns and reports have been paid or provision         
shall have been made for the payment thereof and to the best of the             
knowledge of the Fund no such return is currently under audit and no            
assessment has been asserted with respect to such returns and to the            
extent such tax returns with respect to the taxable year of the Fund ended      
June 30, 1994 have not been filed, such returns will be filed when              
required and the amount of tax shown as due thereon shall be paid when          
due; and                                                                        

H.  The Fund has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, the Fund has met the       
requirements of Subchapter M of the Code for qualification  and treatment       
as a regulated investment company and the Fund intends to meet such             
requirements with respect to its current taxable year.                          

13.  Target Fund hereby represents and warrants that:                   

   A.  The financial statements of Target Fund as at December 31, 1994
heretofore furnished to the Fund, present fairly the financial position,        
results of operations, and changes in net assets of Target Fund, as of          
that date, in conformity with generally accepted accounting principles          
applied on a basis consistent with the preceding year; and that from            
December 31, 1994 through the date hereof there has not been, and through       
the Closing Date there will not be, any material adverse change in the          
business or financial condition of Target Fund, it being understood that        
a decrease in the size of Target Fund due to a diminution in the value of       
its portfolio and/or redemption of its shares shall not be considered a         
material or adverse change;                                                     

    B.  The Prospectus, as amended and supplemented, contained in Target
Fund's Registration Statement under the 1933 Act, is true, correct and          
complete, conforms to the requirements of the 1933 Act and does not             
contain any untrue statement of a material fact or omit to state a              
material fact required to be stated therein or necessary to make the            
statements therein not misleading.  The Registration Statement, as              
amended, was, as of the date of the filing of the last Post-Effective           
Amendment, true, correct and complete, conformed to the requirements of         
the 1933 Act and did not contain any untrue statement of a material fact        
or omit to state a material fact required to be stated therein or               
necessary to make the statements therein not misleading;                        

   C.  There is no material contingent liability of Target Fund and no
material claim and no material legal, administrative or other proceedings       
pending or, to the knowledge of Target Fund, threatened against Target          
Fund, not reflected in such Prospectus;                                         

    D.  There are no material contracts outstanding to which Target Fund
is a party other than those ordinary in the conduct of its business;            

    E.  Target Fund is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts;       
has all necessary and material Federal and state authorizations to own all      
its properties and assets and to carry on its business as now being             
conducted; the shares of Target Fund which it issues to the Fund pursuant       
to the Agreement will be duly authorized, validly issued, fully-paid and        
non-assessable, except as otherwise set forth in Target Fund's                  
Registration Statement; and will conform to the description thereof             
contained in Target Fund's Registration Statement, will be duly registered      
under the 1933 Act and in the states where registration is required; and        
Target Fund is duly registered under the Act and such registration has not      
been revoked or rescinded and is in full force and effect;                      

F.  All Federal and other tax returns and reports of Target Fund
required by law to be filed have been filed, and all Federal and other          
taxes shown due on said returns and reports have been paid or provision         
shall have been made for the payment thereof and to the best of the             
knowledge of Target Fund no such return is currently under audit and no         
assessment has been asserted with respect to such returns and to the            
extent such tax returns with respect to the taxable year of Target Fund         
ended December 31, 1994 have not been filed, such returns will be filed         
when required and the amount of tax shown as due thereon shall be paid          
when due;                                                                       

   G.  Target Fund has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, Target Fund has met        
the requirements of Subchapter M of the Code for qualification and              
treatment as a regulated investment company and Target Fund intends to          
meet such requirements with respect to its current taxable year;                

     H.  Target Fund has no plan or intention (i) to dispose of any of the
assets transferred by the Fund, other than in the ordinary course of            
business, or (ii) to redeem or reacquire any of the shares issued by it         
in the reorganization other than pursuant to valid requests of                  
shareholders; and                                                               

I.  After consummation of the transactions contemplated by the  
Agreement, Target Fund intends to operate its business in a substantially       
unchanged manner.                                                               

14.  Each party hereby represents to the other that no broker or finder 
has been employed by it with respect to the Agreement or the transactions       
contemplated hereby. Each party also represents and warrants to the other       
that the information concerning it in the Proxy Statement and Prospectus        
will not as of its date contain any untrue statement of a material fact         
or omit to state a fact necessary to make the statements concerning it          
therein not misleading and that the financial statements concerning it          
will present the information shown fairly in accordance with generally          
accepted accounting principles applied on a basis consistent with the           
preceding year.  Each party also represents and warrants to the other that      
the Agreement is valid, binding and enforceable in accordance with its          
terms and that the execution, delivery and performance of the Agreement         
will not result in any violation of, or be in conflict with, any provision      
of any charter, by-laws, contract, agreement, judgment, decree or order         
to which it is subject or to which it is a party.  Target Fund hereby           
represents to and covenants with the Fund that, if the reorganization           
becomes effective, Target Fund will treat each shareholder of the Fund who      
received any of Target Fund's shares as a result of the reorganization as       
having made the minimum initial purchase of shares of Target Fund received      
by such shareholder for the purpose of making additional investments in         
shares of Target Fund, regardless of the value of the shares of Target          
Fund received.                                                                  

15.  Target Fund agrees that it will prepare and file a Registration    
Statement on Form N-14 under the 1933 Act which shall contain a                 
preliminary form of proxy statement and prospectus contemplated by Rule         
145 under the 1933 Act.  The final form of such proxy statement and             
prospectus is referred to in the Agreement as the "Proxy Statement and          
Prospectus."  Each party agrees that it will use its best efforts to have       
such Registration Statement declared effective and to supply such               
information concerning itself for inclusion in the Proxy Statement and          
Prospectus as may be necessary or desirable in this connection.  Target         
Fund covenants and agrees to deregister as an investment company under the      
Investment Company Act of 1940, as amended, as soon as practicable and,         
thereafter, to cause the cancellation of its outstanding shares.                

16.  The obligations of the parties under the Agreement shall be        
subject to the right of either party to abandon and terminate the               
Agreement without liability if the other party breaches any material            
provision of the Agreement or if any material legal, administrative or          
other proceeding shall be instituted or threatened between the date of the      
Agreement and the Closing Date (i) seeking  to restrain or otherwise            
prohibit the transactions contemplated hereby and/or (ii) asserting a           
material liability of either party, which proceeding has not been               
terminated or the threat thereof removed prior to the Closing Date.             

17.  The Agreement may be executed in counterpart, each of which shall  
be deemed an original, but taken together shall constitute one Agreement.       
The rights and obligations of each party pursuant to the Agreement shall        
not be assignable.                                                              

18.  All prior or contemporaneous agreements and representations are    
merged into the Agreement, which constitutes the entire contract between        
the parties hereto.  No amendment or modification hereof shall be of any        
force and effect unless in writing and signed by the parties and no party       
shall be deemed to have waived any provision herein for its benefit unless      
it executes a written acknowledgement of such waiver.                           

19.  The Fund understands that the obligations of Target Fund under the 
Agreement are not binding upon any Trustee or shareholder of Target Fund        
personally, but bind only Target Fund and Target Fund's property.  The          
Fund represents that it has notice of the provisions of the Declaration         
of Trust of Target Fund disclaiming shareholder and Trustee liability for       
acts or obligations of Target Fund.                                             

20.  Target Fund understands that the obligations of the Fund under the 
Agreement are not binding upon any Trustee or shareholder of the Fund           
personally, but bind only the Fund and the Fund's property.  Target Fund        
represents that it has notice of the provisions of the Declaration of           
Trust of the Fund disclaiming shareholder and Trustee liability for acts        
or obligations of the Fund.                                                     

IN WITNESS WHEREOF, each of the parties has caused the Agreement to be  
executed and attested by its officers thereunto duly authorized on the          
date first set forth above.                                                     

Attest:                                     OPPENHEIMER TIME FUND               

______________________________                By:____________________           
Robert G. Zack                                  Andrew J. Donohue               
Assistant Secretary                             Secretary                       

Attest:                                     OPPENHEIMER TARGET FUND             

______________________________                By:_____________________          
Robert G. Zack                                  Andrew J. Donohue               
Assistant Secretary                             Secretary                       

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Preliminary Copy - For the Information of the Securities and Exchange           
Commission Only                                                                 

OPPENHEIMER TARGET FUND                                                         

PROXY FOR SPECIAL SHAREHOLDERS MEETING                                          
TO BE HELD JUNE __, 1995                                                        

The undersigned shareholder of Oppenheimer Target Fund (the "Fund"), does       
hereby appoint George C. Bowen, Andrew J. Donohue, Robert Bishop and Scott      
Farrar, and each of them, as attorneys-in-fact and proxies of the               
undersigned, with full power of substitution, to attend the Special             
Meeting of Shareholders of the Fund to be held on _______________, 1995,        
at 3410 South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver       
time, and at all adjournments thereof, and to vote the shares held in the       
name of the undersigned on the record date for said meeting on the              
Proposal specified on the reverse side.  Said attorneys-in-fact shall vote      
in accordance with their best judgment as to any other matter.                  

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHO RECOMMENDS A VOTE       
FOR THE PROPOSAL ON THE REVERSE SIDE.  THE SHARES REPRESENTED HEREBY WILL       
BE VOTED AS INDICATED ON THE REVERSE SIDE OR FOR IF NO CHOICE IS                
INDICATED.                                                                      

Please mark your proxy, date and sign it on the reverse side and return         
it promptly in the accompanying envelope, which requires no postage if          
mailed in the United States.                                                    

The Proposal:                                                                   

   To approve an Agreement and Plan of Reorganization between the Fund
and Oppenheimer Target Fund, and the transactions contemplated  
  thereby, including the transfer of substantially all the assets of
   the Fund in exchange for Class A shares of Oppenheimer Target Fund,
  the distribution of such shares to the shareholders of the Fund in
   complete liquidation of the Fund, the deregistration of the Fund as
  an investment company under the Investment Company Act of 1940, as
    amended, and the cancellation of the outstanding shares of the Fund.

FOR____        AGAINST____           ABSTAIN____  

                              Dated:________________________, 1995
                            (Month)        (Day)

                                      ______________________________
                                    Signature(s)

                                      ______________________________
                                    Signature(s)

                  Please read both sides of this ballot.

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing         
as custodian, attorney, executor, administrator, trustee, etc., please          
give your full title as such.  All joint owners should sign this proxy.         
If the account is registered in the name of a corporation, partnership or       
other entity, a duly authorized individual must sign on its behalf and          
give his or her title.                                                          

                                             250
merge/320proxy                                                                  

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OPPENHEIMER TARGET FUND                                                         
Two World Trade Center, New York, New York 10048-0203                           
1-800-525-7048                                                                  

PART B                                                                          

STATEMENT OF ADDITIONAL INFORMATION                                             
May __, 1995                                                                    

___________________________________                                             

   This Statement of Additional Information of Oppenheimer Target Fund
consists of this cover page and the following documents:                        

1. Target Fund's Statement of Additional Information dated May 1, 1994,         
which has been previously filed and is incorporated herein by reference.        

2. Target Fund's Annual Report as of December 31, 1994, which has been          
previously filed and is incorporated herein by reference.                       

3. Prospectus of Oppenheimer Time Fund dated October 21, 1994,                  
supplemented January 3, 1995, which has been previously filed and is            
incorporated herein by reference.                                               

4. Statement of Additional Information of Time Fund dated October 21,           
1994, supplemented April 13, 1995, which has been previously filed and is       
incorporated herein by reference.                                               

5. Time Fund's Annual Report as of June 30, 1994, which has been                
previously filed and is incorporated herein by reference.                       

6. Time Fund's Semi-Annual Report as of December 31, 1994, which has been       
previously filed and is incorporated herein by reference.                       

7. Pro Forma Financial Statements.                                              

     This Statement of Additional Information (the "Additional Statement")
is not a Prospectus.  This Additional Statement should be read in               
conjunction with the Proxy Statement and Prospectus, which may be obtained      
by written request to Oppenheimer Shareholder Services ("OSS"), P.O. Box        
5270, Denver, Colorado 80217, or by calling OSS at the toll-free number         
shown above.                                                                    

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                           OPPENHEIMER TIME FUND
                          Supplement dated April 13, 1995 to
                           the Prospectus dated October 21, 1994

The Prospectus is hereby amended as follows:                                    

1.      The supplement dated January 3, 1995 to the Prospectus is replaced      
by this supplement.                                             

2.      Under "Expenses" on page 2, the chart "Shareholder Transaction          
    Expenses" is amended by deleting the references to the $5.00 fee for
"Exchanges" and insert "None"; footnote 2 is deleted from that  
chart.                                                          

3.      The following paragraphs are added at the end of "How The Fund Is       
Managed" on page 11:                                            

    The Board of Trustees of Oppenheimer Time Fund (referred to as "Time
    Fund") has determined that it is in the best interest of Time Fund's
    shareholders that Time Fund reorganize with and into the Oppenheimer
    Target Fund ("Target Fund") and unanimously approved the terms of an
agreement and plan of reorganization to be entered into between 
these funds (the "reorganization plan") and the transactions    
contemplated thereby (the "reorganization").  The Board further 
determined that the reorganization should be submitted to Time  
   Fund's shareholders for approval, and recommended that shareholders
approve the reorganization.                                     

 Pursuant to the reorganization plan, (i) substantially all of the
   assets of Time Fund would be exchanged for Class A shares of Target
  Fund, (ii) these shares of Target Fund would be distributed to the
   shareholders of Time Fund, (iii) Time Fund would be liquidated, and
 (iv) the outstanding shares of Time Fund would be cancelled.  The
 reorganization will be tax-free, pursuant to Section 368(a)(1) of
  the Internal Revenue Code, and the Fund will request an opinion of
tax counsel to that effect.                                     

   A meeting of the shareholders of the Fund is expected to be held on
  June 20, 1995 to vote on the reorganization.  The affirmative vote
of the majority of outstanding shares of the Fund (the term     
"majority" is defined in the Investment Company Act as a special
majority and is also explained in the Statement of Additional   
Information) is required for approval of the reorganization,    
   including the reorganization plan.  There is no assurance that Time
   Fund's shareholders will approve the reorganization.  Details about
  the proposed reorganization will be contained in a proxy statement
  and other soliciting materials to be sent to the Fund shareholders
of record on April 21, 1995, the record date for the shareholder
 meeting.  Shareholders of Time Fund after the record date for the
shareholder meeting will not be entitled to vote on the         
reorganization.                                                 

3.      The second sentence of the paragraph captioned "At What Price are       
Shares Sold?" on page 13 is revised to read as follows:         

"In most cases, to enable you to receive that day's       
offering price, the Distributor must receive your order by
the time of day the New York Stock Exchange closes, which 
is normally 4:00 P.M., New York time, but may be earlier  
on some days (all references to time in this Prospectus   
mean "New York Time".)  The fourth sentence of that       
paragraph is revised to read as follows: "If you buy      
shares through a dealer, the dealer must receive your     
order by the close of the New York Stock Exchange on a    
regular business day and transmit it to the Distributor so
that it is received before the Distributor's close of     
business that day, which is normally 5:00 P.M."           

4.      The section entitled "Selling Shares by Telephone" on page 18 is        
amended by revising the second sentence to read as follows:     

"To receive the redemption price on a regular business    
day, your call must be received by the Transfer Agent by  
the close of the New York Stock Exchange that day, which  
is normally 4:00 P.M. but may be earlier on some days."   

5.      The section entitled "How to Exchange Shares" is amended by             
 eliminating the second and third sentences in the first paragraph
  under that section on page 18.  It is further amended, by revising
the first sentence in the first "bulleted" paragraph following  
"Telephone Exchange Requests" on page 19 to read as follows:    

"Shares are normally redeemed from one fund and purchased 
from the other fund in the exchange transaction on the    
same regular business day on which the Transfer Agent     
receives an exchange request that is in proper form by the
close of The New York Stock Exchange that day, which is   
normally 4:00 P.M. but may be earlier on some days."      

6.      The first sentence of the paragraph captioned "Net Asset Value Per      
Share" on page 19 is revised to read as follows:                

"Net asset value per share is determined as of the close  
of The New York Stock Exchange  on each regular business  
day by dividing the value of the Fund's net assets by the 
number of shares that are outstanding."                   

April 13, 1995                                           PS0380.001             

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OPPENHEIMER TIME FUND                                                           
Prospectus dated October 21, 1994                                               

Oppenheimer Time Fund (the "Fund") is a mutual fund that seeks  
capital appreciation.  Current income is not a consideration in the             
selection of the Fund's portfolio securities.  In seeking to achieve its        
investment objective, the Fund emphasizes investment in "mid-                   
capitalization" companies that are, in the opinion of Oppenheimer               
Management Corporation (the "Manager") established, well-managed companies      
with strong market positions, high quality products and high earnings           
growth potential that have a proven ability to translate growth in sales        
and market share into earnings gains.                                           

The Fund invests mainly in common stocks, preferred stocks, and 
convertible securities.  The Fund also uses "hedging" instruments, to seek      
to reduce the risks of market fluctuations that affect the value of the         
securities the Fund holds. Some investment techniques the Fund uses may         
be considered to be speculative investment methods that may increase the        
risks of investing in the Fund and may also increase the Fund's operating       
costs. You should carefully review the risks associated with an investment      
in the Fund. Please refer to "Investment Policies and Strategies" for more      
information about the types of securities the Fund invests in and the           
risks of investing in the Fund.                                                 

This Prospectus explains concisely what you should know before  
investing in the Fund. Please read this Prospectus carefully and keep it        
for future reference. You can find more detailed information about the          
Fund in the October 21, 1994, Statement of Additional Information. For a        
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer           
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address         
on the back cover. The Statement of Additional Information has been filed       
with the Securities and Exchange Commission and is incorporated into this       
Prospectus by reference (which means that it is legally part of this            
Prospectus).                                                                    

Because of the Fund's investment policies and practices, the Fund's shares      
may be considered to be speculative.                                            

Shares of the Fund are not deposits or obligations of any bank, are not         
guaranteed by any bank, are not insured by the F.D.I.C. or any other            
agency, and involve investment risks, including the possible loss of            
principal amount invested.                                                      

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.                           

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Contents                                                                        

ABOUT THE FUND                                            

Expenses                                                  
Financial Highlights                                      
Investment Objective and Policies                         
How the Fund is Managed                                   
Performance of the Fund                                   

ABOUT YOUR ACCOUNT                                        

How to Buy Shares                                         
Special Investor Services                                 
AccountLink                                               
Automatic Withdrawal and Exchange                         
Plans                                                 
Reinvestment Privilege                                    
Retirement Plans                                          
How to Sell Shares                                        
By Mail                                                   
By Telephone                                              
How to Exchange Shares                                    
Shareholder Account Rules and Policies                    
Dividends, Capital Gains and Taxes                        

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ABOUT THE FUND                                                                  

Expenses                                                                        

  The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and      
those expenses are reflected in the Fund's net asset value per share. As        
a shareholder, you pay those expenses indirectly.  Shareholders pay other       
expenses directly, such as sales charges. The following tables are              
provided to help you understand your direct expenses of investing in the        
Fund and your share of the Fund's operating expenses that you might expect      
to bear indirectly. The calculations are based on the Fund's expenses           
during its fiscal year ended June 30, 1994.                                     

    -  Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund.  Please refer to pages _____ through _____ for      
an explanation of how and when these charges apply.                             

Maximum Sales Charge on Purchases                                               
(as a % of offering price)                   5.75%                          
Sales Charge on Reinvested Dividends           None                             
Deferred Sales Charge                          None(1)                          
Redemption Fee                                 None                             
Exchange Fee                                   $5.00(2)                         

(1)     If you invest more than $1 million, you may have to pay a sales         
    charge of up to 1% if you sell your shares within 18 calendar months
   from the end of the calendar month during which you purchased those
shares.  See "How to Buy Shares," below.                        
(2)     Fee is waived for automated exchanges, as described in "How to          
Exchange Shares."                                               

   -  Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,       
the Fund pays management fees to its investment adviser, Oppenheimer            
Management Corporation (the "Manager"), and other regular expenses for          
services, such as transfer agent fees, custodial fees paid to the bank          
that holds its portfolio securities, audit fees and legal and other             
expenses. The following numbers are projections of the Fund's business          
expenses based on the Fund's expenses in its last fiscal year.  These           
amounts are shown as a percentage of the Fund's average net assets for          
that year. An amended Service Plan for the Fund's shares took effect July       
1, 1994, that applies to all shares of the Fund, regardless of the date         
on which the shares were purchased.  "12b-1 Service Plan Fees" are based        
on expenses that would have been incurred if that Plan had been in effect       
during the Fund's fiscal year ended June 30, 1994.                              

Management Fees                                         0.74%                   
12b-1 Service Plan Fees (restated)                      0.12%                   
Other Expenses                                          0.15%                   
Total Fund Operating Expenses                           1.01%                   

-  Examples. To try to show the effect of these expenses on an  
investment over time, we have created the hypothetical examples shown           
below. Assume that you make a $1,000 investment in shares of the Fund, and      
that the Fund's annual return is 5%, and that its operating expenses are        
as shown in the chart above.  If you were to redeem your shares at the end      
of each period shown below, your investment would incur the following           
expenses by the end of each period shown:                                       

1 year     3 years     5 years      10 years    

$67        $86         $107         $166        

  This example shows the effect of expenses on an investment, but is
not meant to state or predict actual or expected costs or investment            
returns of the Fund, all of which will vary.                                    

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Financial Highlights                                                            

    The table on this page presents selected financial information about
the Fund, including per share data and expense ratios and other data based      
on the Fund's average net assets. This information has been audited by          
KPMG Peat Marwick LLP, the Fund's independent auditors, whose report on         
the Fund's financial statements for the fiscal year ended June 30, 1994,        
is included in the Statement of Additional Information.                         

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Investment Objective and Policies                                               

Objective.  The Fund invests its assets to seek capital appreciation for        
its shareholders.  The Fund does not invest to seek current income to pay       
shareholders.                                                                   

Investment Policies and Strategies.  The Fund seeks its investment              
objective of capital appreciation by emphasizing investment in "mid-            
capitalization" companies (those generally with capitalization between          
$500 million and $5 billion, also known as "mid-cap" companies) that are,       
in the Manager's opinion, established, well-managed companies with strong       
market positions, high quality products and high earnings growth potential      
that have a proven ability to translate growth in sales and market share        
into earnings gains.                                                            

The Fund's investments include common stocks, preferred stocks, 
convertible securities, and rights and warrants in proportions which vary       
from time to time.  Of the companies whose stocks the Fund held during the      
fiscal year ended June 30, 1994, some are categorized as "consumer              
cyclicals" that do well in the early to middle stages of the economic           
cycle; some fall into the technology sector, others are considered              
healthcare companies and a few are classified as financial-services             
issues.  As a group, mid-cap stocks may be more vulnerable to a weaker          
economy than other stock sectors.  See "Management's Discussion of              
Performance" on page 11 for details.  In every case, however, sector            
classifications are a less important selection criterion for the Fund than      
specific company characteristics.                                               

     When investing the Fund's assets, the Manager considers many factors,
including general economic conditions in the U.S. relative to foreign           
economies, and the trends in domestic and foreign stock markets. The Fund       
may try to hedge against losses in the value of its portfolio of                
securities by using hedging strategies described below. When market             
conditions are unstable, the Fund may invest substantial amounts of its         
assets in debt securities, such as money market instruments or government       
securities, as described below. The Fund's portfolio manager may employ         
special investment techniques in selecting securities for the Fund.  These      
are also described below. Additional information may be found about them        
under the same headings in the Statement of Additional Information.             

   -  Investing in Small, Unseasoned Companies. The Fund may invest in
securities of small, unseasoned companies. These are companies that have        
been in operation for less than three years, even after including the           
operations of any of their 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.  The Fund currently intends to invest         
no more than 5% of its net assets in the next year in securities of small,      
unseasoned issuers.                                                             

  -  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 2% of its total assets in warrants or rights (other than           
those that have been acquired in units or attached to other securities).        
For further details, see "Warrants and Rights" in the Statement of              
Additional Information.                                                         

     -  Special Situations. The Fund may invest in securities of companies
that are in "special situations" that the Manager believes 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.                                                                 

      -  Other Investment Risks. Because of the types of securities the Fund
invests in and the investment techniques the Fund uses, some of which may       
be speculative securities, 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 capital 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 principal. Because there is no assurance that the        
Fund will achieve its investment objective, when you redeem your shares,        
they may be worth more or less than what you paid for them.                     

    -  Special Risks - Borrowing for Leverage. The Fund may borrow up to
10% of the value of its assets from banks on an unsecured basis to buy          
securities. The Fund will borrow only if it can do so without putting up        
assets as security for a loan. This is a speculative investment method          
known as "leverage." This investment 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 the net asset value of 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 Statement of Additional Information.                           

     -  Portfolio Turnover. A change in the securities held by the Fund is
known as "portfolio turnover." The Fund may engage frequently in short-         
term trading to try to achieve its objective. As a result, the Fund's           
portfolio turnover may be higher than other mutual funds, although it 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.        
High turnover and short-term trading may cause the Fund to have relatively      
larger commission expenses and transaction costs than funds that do not         
engage in short-term trading. Additionally, high portfolio turnover may         
affect the ability of the Fund to qualify as a "regulated investment            
company" under the Internal Revenue Code to enable the Fund to obtain tax       
reductions for dividends and capital gains distributions paid 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.        

     -  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 policies. The Fund's investment policies and              
practices are not "fundamental" unless the Prospectus or Statement of           
Additional Information says that a particular policy is "fundamental."          

 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               
investment objective is a fundamental policy. 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.         

Other Investment Techniques and Strategies. The Fund may also use the           
investment techniques and strategies described below, which involve             
certain risks. The Statement of Additional Information contains more            
information about these practices, including limitations designed to            
reduce some of the risks.                                                       

    -  Writing Covered Calls. The Fund may write (that is, sell) covered
call options (calls) to raise cash for liquidity purposes (for example,         
to meet redemption requirements) or for defensive reasons.  The Fund            
receives cash (called a premium) when it writes a call.  The call gives         
the buyer the ability to buy the security from the Fund at the call price       
during the period in which the call may be exercised.  If the value of the      
security 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 security).                                                             

 The Fund may write calls only if certain conditions are met:  (1)
after writing any call, not more than 25% of the Fund's total assets may        
be subject to calls; (2) the calls must be listed on a domestic securities      
exchange, quoted on the Automated Quotation System of the National              
Association of Securities Dealers, Inc. (NASDAQ); or traded in the over-        
the-counter market; and (3) each call must be "covered" while it is             
outstanding; that means the Fund must own the securities on which the call      
is written or it must own other securities that are acceptable for the          
escrow arrangements required for calls.  The Fund can also write covered        
calls on Future Contracts it owns (these are described in the next              
section) but these calls must be covered by securities or other liquid          
assets the Fund owns, which the Fund must segregate from its other assets       
so that it will be able to satisfy its delivery obligations if the call         
is exercised.                                                                   

    If a covered call written by the Fund is exercised, 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 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.             

   -  Hedging With Options and Futures Contracts. The Fund may buy and
sell options and futures contracts to try to manage its exposure to             
declining prices on its portfolio securities or to establish a position         
in the equity 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       
buying call options, tend to increase the Fund's exposure to the market.        

  The Fund may buy and sell futures contracts only if they relate to
broadly-based stock indices (these are referred to as "Stock Index              
Futures"), as described in the Statement of Additional Information. The         
Fund may purchase certain kinds of put and call options, Stock Index            
Futures (described below), financial futures and options on Stock Index         
Futures and on broadly-based stock indices, and engage in interest rate         
swap transactions. These are all referred to as "hedging instruments."          
The Fund does not use hedging instruments for speculative purposes.  The        
hedging instruments the Fund may use are described below and in greater         
detail in "Other Investment Techniques and Strategies" in the Statement         
of Additional Information.                                                      

The Fund may purchase put options (puts).  Buying a put on an   
investment gives the Fund the right to sell the investment to a seller of       
a put on that investment at a set price.  The Fund can buy only puts that       
relate to (1) securities or Stock Index Futures, or (2) broadly-based           
stock indices.  The Fund can buy a put on a security or Stock Index Future      
whether or not the Fund owns the particular security or Stock Index Future      
in its portfolio.  The Fund may sell puts on securities indices or Futures      
only if such puts are covered by segregated liquid assets, but may not          
sell puts if, as a result, more than 50% of the Fund's net assets would         
be required to be segregated liquid assets.  The Fund may not sell puts         
other than a put that it previously purchased.  The Fund may purchase           
calls only on securities, broadly-based stock indices or Stock Index            
Futures, or to terminate its obligation on a call the Fund previously           
wrote.  A call or put 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.         
The Fund may buy and sell futures contracts only if they relate to              
broadly-based stock indices (these are referred to as "Stock Index              
Futures"), as described in the Statement of Additional Information.  The        
Fund may purchase and sell puts and calls on foreign currencies that are        
traded on a securities or commodities exchange or over-the-counter market       
or quoted by major recognized dealers in such options, for the purpose of       
protecting against declines in the dollar value of foreign securities and       
against increases in the dollar cost of securities to be acquired.  The         
Fund may also enter into foreign currency exchange contracts in order to        
"lock in" the U.S. dollar price of a security denominated in a foreign          
currency which it has purchased or sold but which has not yet settled, or       
to protect against a possible loss resulting from an adverse change in the      
relationship between the U.S. dollar and a foreign currency.                    
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 those 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. For example, in writing puts, there is a risk that the Fund         
may be required to buy the underlying security at a disadvantageous price.      
These risks and the hedging strategies the Fund may use are described in        
greater detail in the Statement of Additional Information.                      

-  Foreign Securities.  The Fund may purchase equity (and debt) 
securities issued or guaranteed by foreign companies or foreign                 
governments or their agencies.  The Fund may purchase securities in any         
country, developed or undeveloped.  There is no limit on the amount of the      
Fund's assets that may be invested in foreign securities.  Foreign              
currency will be held by the Fund 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.  For example, foreign issuers
are not subject to the same accounting and disclosure requirements that         
U.S. companies are subject to.  The value of foreign instruments may be         
affected by changes in foreign currency rates, 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.  More information about the risks and           
potential rewards of investing in foreign securities is contained in the        
Statement of Additional Information.                                            

     -  Interest Rate Swap Transactions.  The Fund may enter into interest
rate swaps.  In an interest rate swap, the Fund and another party exchange      
their respective commitments to pay or receive interest on a security,          
e.g., an exchange of floating rate payments for fixed rate payments.  The       
Fund will not use interest rate swaps for leverage.  Swap transactions          
will be entered into only as to security positions held by the Fund.  The       
Fund may not enter into swap transactions with respect to more than 25%         
of its total assets.  The Fund will segregate liquid assets equal to the        
net excess, if any, of its obligations over its entitlements under the          
swap and will mark to market that amount daily.  There is a risk of loss        
on a swap equal to the net amount of interest payments that the Fund is         
contractually obligated to make.  The credit risk of an interest rate swap      
depends on the counterparty's ability to perform.                               

     -  Illiquid and Restricted Securities. Under the policies 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 a 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 that cannot be          
sold publicly until it is registered under the Securities Act of 1933. The      
Fund currently intends to invest no more than 10% of its 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). Certain restricted securities, eligible for resale to            
qualified institutional purchasers, are not subject to that limit.              

-  Loans of Portfolio Securities.  To raise cash for liquidity  
purposes, the Fund may lend its portfolio securities to certain types of        
eligible borrowers approved by the Board of Trustees.  Each loan must be        
collateralized in accordance with applicable regulatory requirements.           
After any loan, the value of the securities loaned must not exceed 25% of       
the value of the Fund's net assets.  There are some risks in connection         
with securities lending.  The Fund might experience a delay in receiving        
additional collateral to secure a loan, or a delay in recovery of the loan      
securities. The Fund presently does not intend to engage in loans of            
securities that will exceed 5% of the value of its total assets in the          
coming year.                                                                    

- Derivative Investments.  The Fund can invest in a number of   
different kinds of "derivative investments."  In general, a "derivative         
investment" is a specially designed investment whose performance is linked      
to the performance of another investment or security, such as an option,        
future, index or currency.  In the broadest sense, derivative instruments       
include exchange-traded options and futures contracts (see "Writing             
Covered Calls" and "Hedging with Options and Futures Contracts").  The          
risks of investing in derivative investments include not only the ability       
of the company issuing the instrument to pay the amount due on the              
maturity of the instrument, but also the risk that the underlying               
investment or security might not perform the way the Manager expected it        
to perform.  The performance of derivative investments may also be              
influenced by interest rate changes in the U.S. and abroad.  All of this        
can mean that the Fund will realize less income than expected.  Certain         
derivative instruments held by the Fund may trade in the over-the-counter       
markets and may be illiquid.  See "Illiquid and Restricted Securities".         

  Examples of derivative investments the Fund may invest in include,
among others, "index-linked" notes.  These are debt securities of               
companies that call for payment on the maturity of the note in different        
terms than the typical note where the borrower agrees to pay a fixed sum        
on the maturity of the note.  The payment on maturity of an index-linked        
note depends on the performance of one or more market indices, such as the      
S & P 500 Index.  Further examples of derivative investments the Fund may       
invest in include "debt exchangeable for common stock" of an issuer or          
"equity-linked debt securities" of an issuer. At maturity, the principal        
amount of the debt security is exchanged for common stock of the issuer         
or is payable in an amount based on the issuer's common stock price at the      
time of maturity.  In either case there is a risk that the amount payable       
at maturity will be less than the principal amount of the debt.                 

   Other examples of derivative investments the Fund may invest in are
currency-indexed securities.  These are typically short-term or                 
intermediate-term debt securities whose maturity values or interest rates       
are determined by reference to one or more specified foreign currencies.        
Certain currency-indexed securities purchased by the Fund may have a            
payout factor tied to a multiple of the movement of the U.S. dollar (or         
the foreign currency in which the security is denominated) against the          
movement in the U.S. dollar, the foreign currency, other currency, or an        
index.  Such securities may be subject to increased principal risk and          
increased volatility than comparable securities without a payout factor         
in excess of one, but the Manager believes the increased yield justifies        
the increased risk.                                                             

-  Repurchase Agreements. The Fund may enter into repurchase    
agreements. 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.  Repurchase      
agreements must be fully collateralized. However, if the vendor of the          
securities under a repurchase agreement fails to pay the resale price on        
the delivery date, the Fund may incur costs in disposing of the collateral      
and losses if there is any delay in its ability to do so. The Fund will         
not enter into a repurchase agreement which causes more than 10% of its         
net assets to be subject to repurchase agreements having a maturity beyond      
seven days.                                                                     

      -  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 the 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.  The Fund may not         
sell securities short except in collateralized transactions referred to         
as short sales "against-the-box," where the Fund owns an equivalent amount      
of the security sold short.  This technique is used primarily for tax           
purposes.  No more than 15% of the Fund's net assets will be held as            
collateral for such short sales at any one time.                                

-  Temporary Defensive Investments. When stock market prices are
falling or in other unusual economic or business circumstances, the Fund        
may invest all or a portion of its assets in defensive securities.              
Securities selected for defensive purposes may include debt securities,         
such as rated or unrated bonds and debentures, and preferred stocks, cash       
or cash equivalents, such as U.S. Treasury Bills and other short-term           
obligations of the U.S. Government, its agencies or instrumentalities, or       
commercial paper rated "A-1" or better by Standard & Poor's Corporation         
or "P-1" or better by Moody's Investors Service, Inc.                           

Other Investment Restrictions. The Fund has other investment restrictions       
which are fundamental policies. Under these fundamental policies, the Fund      
cannot do any of the following: (1) invest in securities of a single            
issuer (except the U.S. Government or its agencies or instrumentalities)        
if immediately thereafter either: (a) more than 5% of the Fund's total          
assets would be invested in securities of that issuer, or (b) the Fund          
would then own more than 10% of that issuer's voting securities; (2)            
invest more than 25% of its total assets in securities of companies in any      
one industry; (3) invest in other open-end investment companies or invest       
more than 5% of its net assets in closed-end investment companies,              
including small business investment companies, nor make any such                
investments at commission rates in excess of normal brokerage commissions;      
(4) make short sales of securities except "short sales against-the-box";        
or (5) deviate from the percentage restrictions listed under "Illiquid and      
Restricted Securities" and "Writing Covered Calls."                             

   All of the percentage restrictions described above and elsewhere in
this Prospectus (other than the percentage limit that applies to                
borrowing, described in the Statement of Additional Information) apply          
only at the time the Fund purchases a security, and the Fund need not           
dispose of a security merely because the Fund's assets have changed or the      
security has increased in value relative to the size of the Fund.  There        
are other fundamental policies described in the Statement of Additional         
Information.                                                                    

How the Fund is Managed                                                         

Organization and History.  The Fund was originally incorporated in              
Maryland in 1971 but was reorganized in 1985 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 meet periodically 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 Statement of Additional              
Information names the Trustees and provides more information about them         
and the officers of the Fund.  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 Manager and Its Affiliates. The Fund is managed by the Manager, which       
chooses 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 and its fees, and describes the expenses that        
the Fund pays to conduct its business.                                          

  The Manager has operated as an investment adviser since 1959.  The
Manager and its affiliates currently manage investment companies,               
including other OppenheimerFunds, with assets of more than $28 billion as       
of June 30, 1994, and with more than 1.8 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, a mutual life insurance            
company.                                                                        

  -  Portfolio Manager.  The Portfolio Manager of the Fund is Jay W.
Tracey III, a Vice President of the Manager and of the Fund.  He has been       
the person principally responsible for the day-to-day management of the         
Fund's portfolio, since September, 1994.  During the past five years, Mr.       
Tracey has also served as an officer of other OppenheimerFunds, prior to        
which he was Managing Director of Buckingham Capitol Management, prior to       
which he was the portfolio manager of the Fund and a Vice President of the      
Manager, before which he was Senior Vice President of Founders Asset            
Management, Inc. (mutual fund adviser), prior to which he was a securities      
analyst and portfolio manager of Berger Associates, Inc. (investment            
adviser).                                                                       

  -  Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on               
additional assets as the Fund grows: 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, .66% of the next $200 million, and 0.60% of aggregate net         
assets over $800 million.  The Fund's management fee for its last fiscal        
year was 0.74% of average annual net assets, which may be higher than the       
rate paid by some other mutual funds.                                           

The Fund pays expenses related to its daily operations, such as 
custodian fees, Trustees' fees, transfer agency fees, legal 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           
Statement of Additional Information.                                            

 There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the 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 adviser.                 

   -  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 Distributor.  The            
Distributor also distributes the shares of other mutual funds managed by        
the Manager (the "OppenheimerFunds") 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 OppenheimerFunds         
on an "at-cost" basis. Shareholders should direct inquiries about their         
accounts to the Transfer Agent at the address and toll-free number shown        
below in this Prospectus and on the back cover.                                 

Performance of the Fund                                                         

Explanation of Performance Terminology.  The Fund uses certain terms to         
illustrate its performance: "total return" and "average annual total            
return."  This performance information may be useful to help you see how        
well your investment has done and to compare it to other funds or market        
indices, as we have done below.                                                 

     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, depending on          
market conditions, the composition of the portfolio, and expenses that the      
Fund incurs.                                                                    

    -  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 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, they reflect the payment of the  
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 June 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 Fund's past
fiscal year, increases in short-term interest rates took a toll on growth       
stocks.  In that economic climate, the Manager continued to focus on mid-       
capitalization companies (having a capitalization between $500 million and      
$5 billion, also known as "mid-cap" companies) that, in the Manager's           
opinion, have high earnings growth potential.  The Fund emphasized              
investments in portfolio companies with established market positions and        
strong managements, and which may benefit from increased consumer               
confidence and spending.  The Fund sold stocks whose prices appeared to         
have peaked, using the proceeds to invest in companies whose earnings           
potential is not, in the Manager's opinion, fully reflected in the value        
of their shares.                                                                

  -  Comparing the Fund's Performance to the Market. The chart below
shows the performance of a hypothetical $10,000 investment in shares of         
the Fund held until June 30, 1994 over a ten-year period, with all              
dividends and capital gains distributions invested in additional shares.        
The graph reflects the deduction of the 5.75% maximum initial sales charge      
on Fund shares.                                                                 

    The Fund's performance is compared to the performance of the S&P 500
Index, a broad-based index of equity securities widely regarded as a            
general measure of the performance of the U.S. equity securities market.        
Index performance data 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 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 S&P 500 Index, which tend to be securities of          
larger, well-capitalized companies, as contrasted to the mid-cap growth-        
type companies in which the Fund principally invests.  Moreover, the index      
data does not reflect any assessment of the risk of the investments             
included in the index.                                                          

Comparison of Change in Value                                                   
of $10,000 Hypothetical Investment in:                                          
Oppenheimer Time Fund and the                                                   
S&P 500 Index                                                                   

(Graph)                                                                         
Past performance is not predictive of future performance.                       

Oppenheimer Time Fund                                                           
Average Annual Total Return of the Fund at 6/30/94                              

1-Year          5-Year       10-Year              

-8.95%          5.68%        12.54%               

Past performance is not predictive of future performance.                       

ABOUT YOUR ACCOUNT                                                              

How to Buy Shares                                                               

    When you buy shares of the Fund, you pay an initial sales charge (on
investments up to $1 million).  If you purchase shares as part of an            
investment of at least $1 million in shares of one or more                      
OppenheimerFunds, and you sell any of those shares within 18 months after       
your purchase, you may pay a contingent deferred sales charge, which will       
vary depending on the amount you invested.                                      

How Much Must You Invest?  You can open a Fund account with a minimum           
initial investment of $1,000 and make additional investments at any time        
with as little as $25. There are reduced minimum investments under special      
investment plans:                                                               

   With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and          
subsequent investments of as little as $25; and subsequent purchases of         
at least $25 can be made by telephone through AccountLink.                      

      Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250        
(if your IRA is established under an Asset Builder Plan, the $25 minimum        
applies), and subsequent investments may be as little as $25.                   

         There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list        
of them appears in the Statement of Additional Information, or you can ask      
your dealer or call the Transfer Agent), or by reinvesting distributions        
from unit investment trusts that have made arrangements with the                
Distributor.                                                                    

-  How Are Shares Purchased? You can buy shares several ways -- 
through any dealer, broker or financial institution that has a sales            
agreement with the Distributor, or directly through the Distributor, or         
automatically from your bank account through an Asset Builder Plan under        
the OppenheimerFunds AccountLink service.                                       

 -  Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.                                      

      -  Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "Oppenheimer      
Funds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.      
If you don't list a dealer on the application, the Distributor will act         
as your agent in buying the shares.                                             

   -  Buying Shares Through OppenheimerFunds AccountLink.  You can use
AccountLink to link your Fund account with an account at a U.S. bank or         
other financial institution that is an Automated Clearing House (ACH)           
member, to transmit funds electronically to purchase shares, to send            
redemption proceeds, and to transmit dividends and distributions. Shares        
are purchased for your account on the regular business day the Distributor      
is instructed by you to initiate the ACH transfer to buy shares.  You can       
provide those instructions automatically, under an Asset Builder Plan,          
described below, or by telephone instructions using OppenheimerFunds            
PhoneLink, also described below. You must request AccountLink privileges        
on the application or dealer settlement instructions used to establish          
your account. Please refer to "AccountLink" below for more details.             

   -  Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account      
at a bank or other financial institution under an Asset Builder Plan with       
AccountLink. Details are on the Application and in the Statement of             
Additional Information.                                                         

-  At What Price Are Shares Sold? Shares are sold at the public 
offering price based on the net asset value that is next determined after       
the Distributor receives the purchase order in Denver. In most cases, to        
enable you to receive that day's offering price, the Distributor must           
receive your order by 4:00 P.M., New York time (all references to time in       
this Prospectus mean "New York time").  The net asset value is determined       
as of that time on each day The New York Stock Exchange is open (which is       
a "regular business day"). If you buy shares through a dealer, the dealer       
must receive your order by 4:00 P.M., on a regular business day and             
transmit it to the Distributor so that it is received before the                
Distributor's close of business that day, which is normally 5:00 P.M. The       
Distributor may reject any purchase order for the Fund's shares, in its         
sole discretion.                                                                

     The Fund's shares are sold at their offering price, which is normally
net asset value plus an initial sales charge.  However, in some cases,          
described below, where purchases are not subject to an initial sales            
charge, the offering price may be net asset value. In some cases, reduced       
sales charges may be available, as described below.  Out of the amount you      
invest, the Fund receives the net asset value to invest for your account.       
The sales charge varies depending on the amount of your purchase.  A            
portion of the sales charge may be retained by the Distributor and              
allocated to your dealer. The current sales charge rates and commissions        
paid to dealers and brokers are as follows:                                     

                                                                [Download Table]


                       Front-End       Front-End                        
                       Sales Charge    Sales Charge                     
                       as Percentage   as Percentage   Commission       
                       of Offering     of Amount       as Percentage    
Amount of Purchase     Price           Invested        of Offering Price
------------------     -------------   -------------   -----------------
                                                                        
Less than $25,000      5.75%           6.10%           4.75%            

$25,000 or more but                                                     
less than $50,000      5.50%           5.82%           4.75%            

$50,000 or more but                                                     
less than $100,000     4.75%           4.99%           4.00%            

$100,000 or more but                                                    
less than $250,000     3.75%           3.90%           3.00%            

$250,000 or more but                                                    
less than $500,000     2.50%           2.56%           2.00%            

$500,000 or more but                                                    
less than $1 million   2.00%           2.04%           1.60%            

<FN>                                                                    
_______________________________________________________________________ 
The Distributor reserves the right to reallow the entire commission to  
dealers.  If that occurs, the dealer may be considered an "underwriter" 
under Federal securities laws.                                          

-  Contingent Deferred Sales Charge.  There is no initial sales 
charge on purchases of Class A shares of any one or more OppenheimerFunds       
aggregating $1 million or more (shares of the Fund and other                    
OppenheimerFunds that offer only one class of shares that has no class          
designation are considered "Class A" shares for this purpose). However,         
the Distributor pays dealers of record commissions on such purchases in         
an amount equal to the sum of 1.0% of the first $2.5 million, plus 0.50%        
of the next $2.5 million, plus 0.25% of share purchases over $5 million.        
That commission will be paid only on the amount of those purchases in           
excess of $1 million that were not previously subject to a front-end sales      
charge and dealer commission.                                                   

    If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge will       
be deducted from the redemption proceeds. That sales charge will be equal       
to 1.0% of the aggregate net asset value of either (1) the redeemed shares      
(not including shares purchased by reinvestment of dividends or capital         
gain distributions) or (2) the original cost of the shares, whichever is        
less.  However, the contingent deferred sales charge will not exceed the        
aggregate commissions the Distributor paid to your dealer on all shares         
of all  OppenheimerFunds you purchased subject to the contingent deferred       
sales charge. In determining whether a contingent deferred sales charge         
is payable, the Fund will first redeem shares that are not subject to  the      
sales charge, including shares purchased by reinvestment of dividends and       
capital gains, and then will redeem other shares in the order that you          
purchased them.  The contingent deferred sales charge is waived in certain      
cases described in "Waivers of Sales Charges" below.                            

     No contingent deferred sales charge is charged on exchanges of shares
under the Fund's Exchange Privilege (described below).  However, if the         
shares acquired by exchange are redeemed within 18 months of the end of         
the calendar month of the purchase of the exchanged shares, the sales           
charge will apply.                                                              

  -  Special Arrangements With Dealers.  The Distributor may advance
up to 13 months' commissions to dealers that have established special           
arrangements with the Distributor for Asset Builder Plans for their             
clients.  Dealers whose sales of Class A shares of OppenheimerFunds (other      
than money market funds) under OppenheimerFunds-sponsored 403(b)(7)             
custodial plans exceed $5 million per year (calculated per quarter), will       
receive monthly one-half of the Distributor's retained commissions on           
those sales, and if those sales exceed $10 million per year, those dealers      
will receive the Distributor's entire retained commission on those sales.       

Reduced Sales Charges.  You may be eligible to buy the Fund's shares at         
reduced sales charge rates in one or more of the following ways:                

     -  Right of Accumulation. You and your spouse can cumulate shares you
purchase for your own accounts, or jointly, or on behalf of your children       
who are minors, under trust or custodial accounts. A fiduciary can              
cumulate shares purchased for a trust, estate or other fiduciary account        
(including one or more employee benefit plans of the same employer) that        
has multiple accounts.                                                          

 Additionally, you can cumulate current purchases of shares of the
Fund and Class A shares of                                                      

other OppenheimerFunds with Class A shares of OppenheimerFunds you              
previously purchased subject to a sales charge, provided that you still         
hold your investment in one of the OppenheimerFunds. The value of those         
shares will be based on the greater of the amount you paid for the shares       
or their current value (at offering price).  The OppenheimerFunds are           
listed in "Reduced Sales Charges" in the Statement of Additional                
Information, or a list can be obtained from the Transfer Agent. The             
reduced sales charge will apply only to current purchases and must be           
requested when you buy your shares.                                             

-  Letter of Intent.  Under a Letter of Intent, you may purchase
shares of the Fund and Class A shares of other OppenheimerFunds during a        
13-month period at the reduced sales charge rate that applies to the            
aggregate amount of the intended purchases, including purchases made up         
to 90 days before the date of the Letter.  More information is contained        
in the Application and in "Reduced Sales Charges" in the Statement of           
Additional Information.                                                         

    -  Waivers of Sales Charges.  No sales charge is imposed on sales of
shares to the following investors: (1) the Manager or its affiliates; (2)       
present or former officers, directors, trustees and employees (and their        
"immediate families" as defined in "Reduced Sales Charges" in the               
Statement of Additional Information) of the Fund, the Manager and its           
affiliates, and retirement plans established by them for their employees;       
(3) registered management investment companies, or separate accounts of         
insurance companies having an agreement with the Manager or the                 
Distributor for that purpose; (4) dealers or brokers that have a sales          
agreement with the Distributor, if they purchase shares for their own           
accounts or for retirement plans for their employees; (5) employees and         
registered representatives (and their spouses) of dealers or brokers            
described above or financial institutions that have entered into sales          
arrangements with such dealers or brokers (and are identified to the            
Distributor) or with the Distributor; the purchaser must certify to the         
Distributor at the time of purchase that the purchase is for the                
purchaser's own account (or for the benefit of such employee's spouse or        
minor children); (6) dealers, brokers or registered investment advisers         
that have entered into an agreement with the Distributor providing              
specifically for the use of shares of the Fund in particular investment         
products made available to their clients; (7) dealers, brokers or               
registered investment advisers that have entered into an agreement with         
the Distributor to sell shares to defined contribution employee retirement      
plans for which the dealer, broker, or investment adviser provides              
administrative services.                                                        

Additionally, no sales charge is imposed on shares  that are (a)
issued in plans of reorganization, such as mergers, asset acquisitions and      
exchange offers, to which the Fund is a party, or (b) purchased by the          
reinvestment of loan repayments by a participant in a retirement plan for       
which the Manager or its affiliates acts as sponsor, or (c) purchased by        
the reinvestment of dividends or other distributions reinvested from the        
Fund or other OppenheimerFunds (other than Oppenheimer Cash Reserves Fund)      
or unit investment trusts for which reinvestment arrangements have been         
made with the Distributor.  There is a further discussion of this policy        
in "Reduced Sales Charges" in the Statement of Additional Information.          

   The contingent deferred sales charge does not apply to purchases of
shares at net asset value described above and is also waived if shares are      
redeemed in the following cases: (1) retirement distributions or loans to       
participants or beneficiaries from qualified retirement plans, deferred         
compensation plans or other employee benefit plans ("Retirement Plans"),        
(2) returns of excess contributions made to Retirement Plans, (3)               
Automatic Withdrawal Plan payments that are limited to no more than 12%         
of the original account value annually, and (4) involuntary redemptions         
of shares by operation of law or under the procedures set forth in the          
Fund's Declaration of Trust or adopted by the Board of Trustees; and (5)        
if, at the time an order is placed for Class A shares that would otherwise      
be subject to the Class A contingent deferred sales charge, the dealer          
agrees to accept the dealer's portion of the commission payable on the          
sale in installments of 1/18th of the commission per month (with no             
further commission payable if the shares are redeemed within 18 months of       
purchase).                                                                      

  -  Service Plan.  The Fund has adopted a Service Plan to reimburse
the Distributor for a portion of its costs incurred in connection with the      
personal service and maintenance of shareholder accounts. Reimbursement         
is made quarterly at an annual rate that may not exceed 0.25% of the            
average annual net assets of shares of the Fund.  The Distributor uses all      
of those fees to compensate dealers, brokers, banks and other financial         
institutions quarterly for providing personal service and maintenance of        
accounts of their customers that hold shares of the Fund and to reimburse       
itself (if the Fund's Board of Trustees authorizes such reimbursements,         
which it has not yet done) for its other expenditures under the Plan.           

 Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining             
accounts in the Fund, making the Fund's investment plans available and          
providing other services at the request of the Fund or the Distributor.         
Payments are made by the Distributor quarterly at an annual rate not to         
exceed 0.25% of the average annual net assets of shares held in accounts        
of the dealer or its customers.  The payments under the Plan increase the       
annual expenses of shares. For more details, please refer to "Service           
Plan" in the Statement of Additional Information.                               

Special Investor Services                                                       

AccountLink.  OppenheimerFunds AccountLink links your Fund account to your      
account at your bank or other financial institution to enable you to send       
money electronically between those accounts to perform a number of types        
of account transactions, including purchases of shares by telephone             
(either through a service representative or by PhoneLink, described             
below), automatic investments under Asset Builder Plans, and sending            
dividends and distributions or Automatic Withdrawal Plan payments directly      
to your bank account. Please refer to the Application for details or call       
the Transfer Agent for more information.                                        

   AccountLink privileges must be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your      
shares through your dealer. After your account is established, you can          
request AccountLink privileges on signature-guaranteed instructions to the      
Transfer Agent. AccountLink privileges will apply to each shareholder           
listed in the registration on your account as well as to your dealer            
representative of record unless and until the Transfer Agent receives           
written instructions terminating or changing those privileges. After you        
establish AccountLink for your account, any change of bank account              
information must be made by signature-guaranteed instructions to the            
Transfer Agent signed by all shareholders who own the account.                  

-  Using AccountLink to Buy Shares.  Purchases may be made by   
telephone only after your account has been established. To purchase shares      
in amounts up to $250,000 through a telephone representative, call the          
Distributor at 1-800-852-8457.  The purchase payment will be debited from       
your bank account.                                                              

    -  PhoneLink.  PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account                 
transactions automatically using a touch-tone phone. PhoneLink may be used      
on already-established Fund accounts after you obtain a Personal                
Identification Number (PIN), by calling the special PhoneLink number: 1-        
800-533-3310.                                                                   

-  Purchasing Shares. You may purchase shares in amounts up to  
$100,000 by phone, by calling 1-800-533-3310.  You must have established        
AccountLink privileges to link your bank account with the Fund, to pay for      
these purchases.                                                                

   -  Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your       
Fund account to another OppenheimerFunds account you have already               
established by calling the special PhoneLink number. Please refer to "How       
to Exchange Shares," below, for details.                                        

    -  Selling Shares.  You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds             
directly to your AccountLink bank account.  Please refer to "How to Sell        
Shares," below, for details.                                                    

Automatic Withdrawal and Exchange Plans.  The Fund has several plans that       
enable you to sell shares automatically or exchange them to another             
OppenheimerFunds account on a regular basis:                                    

-  Automatic Withdrawal Plans. If your Fund account is $5,000 or
more, you can establish an Automatic Withdrawal Plan to receive payments        
of at least $50 on a monthly, quarterly, semi-annual or annual basis. The       
checks may be sent to you or sent automatically to your bank account on         
AccountLink. You may even set up certain types of withdrawals of up to          
$1,500 per month by telephone.  You should consult the Application and          
Statement of Additional Information for more details.                           

    -  Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of         
up to five other OppenheimerFunds on a monthly, quarterly, semi-annual or       
annual basis under an Automatic Exchange Plan.  The minimum purchase for        
each other OppenheimerFunds account is $25.  These exchanges are subject        
to the terms of the Exchange Privilege, described below.                        

Reinvestment Privilege.  If you redeem some or all of your Fund shares,         
you have up to 6 months to reinvest all or part of the redemption proceeds      
in shares of the Fund or Class A shares of other OppenheimerFunds without       
paying a sales charge.  This privilege applies to Fund shares that you          
purchased with an initial sales charge or on which you paid a contingent        
deferred sales charge when you redeemed them.  You must be sure to ask the      
Distributor for this privilege when you send your payment. Please consult       
the Statement of Additional Information for more details.                       

Retirement Plans.  Fund shares are available as an investment for your          
retirement plans. If you participate in a plan sponsored by your employer,      
the plan trustee or administrator must make the purchase of shares for          
your retirement plan account. The Distributor offers a number of different      
retirement plans that can be used by individuals and employers:                 

  -      Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses                                                   

     -      403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations          

      -      SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SARSEP-IRAs        

     -      Pension and Profit-Sharing Plans for self-employed persons and
small business owners                                                           

    Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.                           

How to Sell Shares                                                              

You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares.  Your           
shares will be sold at the next net asset value calculated after your           
order is received and accepted by the Transfer Agent.  The Fund offers you      
a number of ways to sell your shares: in writing or by telephone.  You can      
also set up Automatic Withdrawal Plans to redeem shares on a regular            
basis, as described above. If you have questions about any of these             
procedures, and especially if you are redeeming shares in a special             
situation, such as due to the death of the owner, or from a retirement          
plan, please call the Transfer Agent first, at 1-800-525-7048, for              
assistance.                                                                     

-  Retirement Accounts.  To sell shares in an OppenheimerFunds  
retirement account in your name, call the Transfer Agent for a                  
distribution request form. There are special income tax withholding             
requirements for distributions from retirement plans and you must submit        
a withholding form with your request to avoid delay. If your retirement         
plan account is held for you by your employer, you must arrange for the         
distribution request to be sent by the plan administrator or trustee.           
There are additional details in the Statement of Additional Information.        

  -  Certain Requests Require a Signature Guarantee.  To protect you
and the Fund from fraud, certain redemption requests must be in writing         
and must include a signature guarantee in the following situations (there       
may be other situations also requiring a signature guarantee):                  

   -  You wish to redeem more than $50,000 worth of shares and receive
a check                                                                         
 -      The check is not payable to all shareholders listed on the
account statement                                                               
       -      The check is not sent to the address of record on your statement
      -      Shares are being transferred to a Fund account with a different
owner or name                                                                   
    -      Shares are redeemed by someone other than the owners (such as
an Executor)                                                                    

     -  Where Can I Have My Signature Guaranteed?  The Transfer Agent will
accept a guarantee of your signature by a number of financial                   
institutions, including: a U.S. bank, trust company, credit union or            
savings association, or by a foreign bank that has a U.S. correspondent         
bank, or by a U.S. registered dealer or broker in securities, municipal         
securities or government securities, or by a U.S. national securities           
exchange, a registered securities association or a clearing agency. If you      
are signing as a fiduciary or on behalf of a corporation, partnership or        
other business, you must also include your title in the signature.              

Selling Shares by Mail.  Write a "letter of instructions" that includes:        

-      Your name                                                
-      The Fund's name                                          
-      Your Fund account number (from your statement)           
-      The dollar amount or number of shares to be redeemed     
-      Any special payment instructions                         
 -      Any share certificates for the shares you are selling, and
      -      Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.       

Use the following address for requests by mail:                                 
Oppenheimer Shareholder Services                                          
P.O. Box 5270, Denver, Colorado 80217                                     

Send courier or Express Mail requests to:                                       
Oppenheimer Shareholder Services                                          
10200 E. Girard Avenue, Building D                                        
Denver, Colorado 80231                                                    

Selling Shares by Telephone.  You and your dealer representative of record      
may also sell your shares by telephone. To receive the redemption price         
on a regular business day, your call must be received by the Transfer           
Agent by 4:00 P.M. You may not redeem shares held in an OppenheimerFunds        
retirement plan or under a share certificate by telephone.                      

     -      To redeem shares through a service representative, call 1-800-
852-8457                                                                        
       -      To redeem shares automatically on PhoneLink, call 1-800-533-3310

  Whichever method you use, you may have a check sent to the address
on the account, or, if you have linked your Fund account to your bank           
account on AccountLink, you may have the proceeds wired to that account.        

     -  Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in each 7-day period.  The check must be payable to all      
owners of record of the shares and must be sent to the address on the           
account.  This service is not available within 30 days of changing the          
address on an account.                                                          

  -  Telephone Redemptions Through AccountLink.  There are no dollar
limits on telephone redemption proceeds sent to a bank account designated       
when you establish AccountLink. Normally the ACH wire to your bank is           
initiated on the business day after the redemption.  You do not receive         
dividends on the proceeds of the shares you redeemed while they are             
waiting to be wired.                                                            

How to Exchange Shares                                                          

Shares of the Fund may be exchanged for shares of certain       
OppenheimerFunds at net asset value per share at the time of exchange,          
without sales charge. A $5 service fee will be deducted from the fund           
account you are exchanging into to help defray administrative costs. That       
charge is waived for automated exchanges made by brokers on Fund/SERV and       
for automated exchanges between already established accounts on PhoneLink       
described below. To exchange shares, you must meet several conditions:          

      -  Shares of the fund selected for exchange must be available for sale
in your state of residence                                
   -  The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege                                        
   -  You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is          
open 7 days, you can exchange shares every regular business day                 
   -  You must meet the minimum purchase requirements for the fund you
purchase by exchange                                                            
-  Before exchanging into a fund, you should obtain and read its
prospectus                                                                      

    Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds.  Because the Fund has only one        
class of shares that does not have a class designation, they are "Class         
A" shares for exchange purposes.  For example, you can exchange shares of       
this Fund only for Class A shares of another fund.  At present, not all         
of the OppenheimerFunds offer the same classes of shares. If a fund has         
only one class of shares that does not have a class designation, they are       
"Class A" shares for exchange purposes. In some cases, sales charges may        
be imposed on exchange transactions.  Certain OppenheimerFunds offer Class      
A shares and Class B and/or Class C shares, and a list can be obtained by       
calling the Distributor at 1-800-525-7048.  Please refer to "How to             
Exchange Shares" in the Statement of Additional Information for more            
details.                                                                        

Exchanges may be requested in writing or by telephone:          

 -  Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account.  Send it to the              
Transfer Agent at one of the addresses listed in "How to Sell Shares."          

  -  Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by         
using PhoneLink for automated exchanges, by calling 1-800-533-3310.             
Telephone exchanges may be made only between accounts that are registered       
with the same name(s) and address.  Shares held under certificates may not      
be exchanged by telephone.                                                      

You can find a list of OppenheimerFunds currently available for 
exchanges in the Statement of Additional Information or by calling a            
service representative at 1-800-525-7048. Exchanges of shares involve a         
redemption of the shares of the fund you own and a purchase of shares of        
the other fund.                                                                 

There are certain exchange policies you should be aware of:     

    -      Shares are normally redeemed from one fund and purchased from
the other fund in the exchange transaction on the same regular business         
day on which the Transfer Agent receives an exchange request by 4:00 P.M.       
that is in proper form, but either fund may delay the purchase of shares        
of the fund you are exchanging into if it determines it would be                
disadvantaged by a same-day transfer of the proceeds to buy shares. For         
example, the receipt of multiple exchange requests from a dealer in a           
"market-timing" strategy might require the disposition of securities at         
a time or price disadvantageous to the Fund.                                    

-  Because excessive trading can hurt fund performance and harm 
shareholders, the Fund reserves the right to refuse any exchange request        
that will disadvantage it, or to refuse multiple exchange requests              
submitted by a shareholder or dealer.                                           

     -  The Fund may amend, suspend or terminate the exchange privilege at
any time.  Although the Fund will attempt to provide you notice whenever        
it is reasonably able to do so, it may impose these changes at any time.        

   -  If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for              
exchange will be exchanged.                                                     

    The Distributor has entered into agreements with certain dealers and
investment advisers permitting them to exchange their clients' shares by        
telephone.  These privileges are limited under those agreements and the         
Distributor has the right to reject or suspend those privileges.  As a          
result, those exchanges may be subject to notice requirements, delays and       
other limitations that do not apply to shareholders who exchange their          
shares directly by calling or writing to the Transfer Agent.                    

Shareholder Account Rules and Policies                                          

   -  Net Asset Value Per Share is determined as of 4:00 P.M. each day
The New York Stock Exchange is open by dividing the value of the Fund's         
net assets by the number of shares that are outstanding.  The Fund's Board      
of Trustees has established procedures to value the Fund's securities to        
determine net asset value.  In general, securities values are based on          
market value.  There are special procedures for valuing illiquid and            
restricted securities, obligations for which market values cannot be            
readily obtained, and call options and hedging instruments.  These              
procedures are described more completely in the Statement of Additional         
Information.                                                                    

     -  The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may         
be suspended by the Board of Trustees at any time the Board believes it         
is in the Fund's best interest to do so.                                        

 -  Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any           
time.  If an account has more than one owner, the Fund and the Transfer         
Agent may rely on the instructions of any one owner. Telephone privileges       
apply to each owner of the account and the dealer representative of record      
for the account unless and until the Transfer Agent receives cancellation       
instructions from an owner of the account.                                      

    -  The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures  to confirm that       
telephone instructions are genuine, by requiring callers to provide tax         
identification numbers and other account data or by using PINs, and by          
confirming such transactions in writing.  If the Transfer Agent does not        
use reasonable procedures it may be liable for losses due to unauthorized       
transactions, but otherwise it will not be liable for losses or expenses        
arising out of telephone instructions reasonably believed to be genuine.        
If you are unable to reach the Transfer Agent during periods of unusual         
market activity, you may not be able to complete a telephone transaction        
and should consider placing your order by mail.                                 

-  Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time        
to time, the Transfer Agent in its discretion may waive certain of the          
requirements for redemptions stated in this Prospectus.                         

  -  Dealers that can perform account transactions for their clients
by participating in NETWORKING  through the National Securities Clearing        
Corporation are responsible for obtaining their clients' permission to          
perform those transactions and are responsible to their clients who are         
shareholders of the Fund if the dealer performs any transaction                 
erroneously.                                                                    

   -  The redemption price for the Fund's shares will vary from day to
day because the value of the securities in the Fund's portfolio                 
fluctuates, and the redemption value, which is the net asset value per          
share, may be more or less than their original cost.                            

-  Payment for redeemed shares is made ordinarily in cash and   
forwarded by check or through AccountLink (as elected by the shareholder        
under the redemption procedures described above) within 7 days after the        
Transfer Agent receives redemption instructions in proper form, except          
under unusual circumstances determined by the Securities and Exchange           
Commission delaying or suspending such payments.  The Transfer Agent may        
delay forwarding a check or processing a payment via AccountLink for            
recently purchased shares, but only until the purchase payment has              
cleared.  That delay may be as much as 15 days from the date the shares         
were purchased.  That delay may be avoided if you purchase shares by            
certified check or arrange with your bank to provide telephone or written       
assurance to the Transfer Agent that your purchase payment has cleared.         

    -  Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact      
that the market value of shares has dropped, and in some cases involuntary      
redemptions may be made to repay the Distributor for losses from the            
cancellation of share purchase orders.                                          

  -  Under unusual circumstances, shares of the fund may be redeemed
"in kind", which means that the redemption proceeds will be paid with           
securities from the Fund's portfolio.  Please refer to the Statement of         
Additional Information for more details.                                        

   -  "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds               
(including exchanges) if you fail to furnish the Fund a certified Social        
Security or taxpayer identification number when you sign your application,      
or if you violate Internal Revenue Service regulations on tax reporting         
of dividends.                                                                   

   -  The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee.  That fee can be         
avoided by redeeming your Fund shares directly through the Transfer Agent.      
Under the circumstances described above in "How To Buy Shares," you may         
be subject to a contingent deferred sales charges when redeeming certain        
shares.                                                                         

    -  To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report and          
updated prospectus to shareholders having the same surname and address on       
the Fund's records.  However, each shareholder may call the Transfer Agent      
at 1-800-525-7048 to ask that copies of those materials be sent personally      
to that shareholder.                                                            

Dividends, Capital Gains and Taxes                                              

Dividends. The Fund intends to declare dividends on an annual basis in          
December each year, on a date set by the Board of Trustees.  The Board may      
also cause the Fund to declare dividends after the close of the Fund's          
fiscal year (which ends June 30th). Because the Fund does not have an           
objective of seeking current income, the amounts of dividends it pays, if       
any, will likely be small.                                                      

Capital Gains. The Fund may make distributions annually in December out         
of any net short-term or long-term capital gains, and the Fund may make         
supplemental distributions of dividends and capital gains following the         
end of its fiscal year. Long-term capital gains will be separately              
identified in the tax information the Fund sends you after the end of the       
year.  Short-term capital gains are treated as dividends for tax purposes.      
There can be no assurances that the Fund will pay any capital gains             
distributions in a particular year.                                             

Distribution Options.  When you open your account, specify on your              
application how you want to receive your distributions. For                     
OppenheimerFunds retirement accounts, all distributions are reinvested.         
For other accounts, you have four options:                                      

    -  Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional           
shares of the Fund.                                                             
   -  Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or       
sent to your bank account on AccountLink.                                       
      -  Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them        
sent to your bank on AccountLink.                                               
   -  Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you      
have established.                                                               

Taxes. If your account is not a tax-deferred retirement account, you            
should be aware of the following tax implications of investing in the           
Fund. Long-term capital gains are taxable as long-term capital gains when       
distributed to shareholders.  Dividends paid from short-term capital gains      
and net investment income are taxable as ordinary income.  Distributions        
are subject to federal income tax and may be subject to state or local          
taxes.  Your distributions are taxable when paid, whether you reinvest          
them in additional shares or take them in cash. Every year the Fund will        
send you and the IRS a statement showing the amount of each taxable             
distribution you received in the previous year.                                 

     -  "Buying a Dividend": When a fund goes ex-dividend, its share price
is reduced by the amount of the distribution.  If you buy shares on or          
just before the ex-dividend date, or just before the Fund declares a            
capital gains distribution, you will pay the full price for the shares and      
then receive a portion of the price back as a taxable dividend or capital       
gain.                                                                           

      -  Taxes on Transactions: Share redemptions, including redemptions for
exchanges, are subject to capital gains tax.  A capital gain or loss is         
the difference between the price you paid for the shares and the price you      
received when you sold them.                                                    

      -  Returns of Capital: In certain cases distributions made by the Fund
may be considered a non-taxable return of capital to shareholders.  If          
that occurs, it will be identified in notices to shareholders.                  

     This information is only a summary of certain federal tax information
about your investment.  More information is contained in the Statement of       
Additional Information, and in addition you should consult with your tax        
adviser about the effect of an investment in the Fund on your particular        
tax situation.                                                                  

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APPENDIX TO PROSPECTUS OF                                                       
OPPENHEIMER TIME FUND                                                           

 Graphic material included in Prospectus of Oppenheimer Time Fund:
"Comparison of Total Return of Oppenheimer Time Fund with the S&P 500           
Index - Change in Value of a $10,000 Hypothetical Investment"                   

     A linear graph will be included in the Prospectus of Oppenheimer Time
Fund (the "Fund") depicting the initial account value and subsequent            
account value of a hypothetical $10,000 investment in the Fund over the         
ten-year period from 6/30/84 through 6/30/94.  The graph will compare such      
values with a hypothetical $10,000 investment over the same time periods        
in the S&P 500 Index.  Set forth below are the relevant data points that        
will appear on the linear graph.  Additional information with respect to        
the foregoing, including a description of the S&P 500 Index, is set forth       
in the Prospectus under "Performance of the Fund - Comparing the Fund's         
Performance to the Market."                                                     

                                                                [Download Table]


Fiscal Year            Oppenheimer              S&P 500
(Period) Ended         Time Fund                Index  
                                                       
06/30/84               $ 9,425                  $10,000
06/30/85               $11,782                  $13,096
06/30/86               $17,248                  $17,787
06/30/87               $20,060                  $22,262
06/30/88               $19,501                  $20,719
06/30/89               $23,299                  $24,971
06/30/90               $24,909                  $29,079
06/30/91               $25,521                  $31,222
06/30/92               $27,890                  $35,403
06/30/93               $33,734                  $40,221
06/30/94               $32,587                  $40,784

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Oppenheimer Time Fund                                                           
Two World Trade Center                                                          
New York, New York 10048-0203                                                   
1-800-525-7048                                                                  

Investment Advisor                                                              
Oppenheimer Management Corporation                                              
Two World Trade Center                                                          
New York, New York 10048-0203                                                   

Distributor                                                                     
Oppenheimer Funds Distributor, Inc.                                             
Two World Trade Center                                                          
New York, New York 10048-0203                                                   

Transfer Agent                              OPPENHEIMER                         
Oppenheimer Shareholder Services            Time Fund                           
P.O. Box 5270                               Prospectus                          
Denver, Colorado 80217                      Effective October 21, 1994          
1-800-525-7048                                                                  

Custodian of Portfolio Securities                                               
The Bank of New York                                                            
One Wall Street                                                                 
New York, New York 10015                                                        

Independent Auditors                                                            
KPMG Peat Marwick LLP                                                           
707 Seventeenth Street                                                          
Denver, Colorado 80202                                                          

Legal Counsel                                                                   
Gordon Altman Butowsky Weitzen                                                  
Shalov & Wein                                                               
114 West 47th Street                              OppenheimerFunds              
New York, New York  10036                                                       

No dealer, broker, salesperson or any other person has been authorized to       
give any information or to make any representations other than those            
contained in this Prospectus or the Additional Statement and, if given or       
made, such information and representations must not be relied upon as           
having been authorized by the Fund, Oppenheimer Management Corporation,         
Oppenheimer Funds Distributor, Inc. or any affiliate thereof.  This             
Prospectus does not constitute an offer to sell or a solicitation of an         
offer to buy any of the securities offered hereby in any state to any           
person to whom it is unlawful to make such an offer in such state.              

PR381.1094.R *  Printed on recycled paper                                       

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Oppenheimer Time Fund                                                           
Two World Trade Center                                                          
New York, New York 10048-0203                                                   
1-800-525-7048                                                                  

Investment Advisor                                                              
Oppenheimer Management Corporation                                              
Two World Trade Center                                                          
New York, New York 10048-0203                                                   

Distributor                                                                     
Oppenheimer Funds Distributor, Inc.                                             
Two World Trade Center                                                          
New York, New York 10048-0203                                                   

Transfer Agent                                OPPENHEIMER                       
Oppenheimer Shareholder Services              Time Fund                         
P.O. Box 5270                                 Prospectus and New Account        
Denver, Colorado 80217                        Application                       
1-800-525-7048                                Effective October 21, 1994        

Custodian of Portfolio Securities                                               
The Bank of New York                                                            
One Wall Street                                                                 
New York, New York 10015                                                        

Independent Auditors                                                            
KPMG Peat Marwick LLP                                                           
707 Seventeenth Street                                                          
Denver, Colorado 80202                                                          

Legal Counsel                                                                   
Gordon Altman Butowsky Weitzen                                                  
Shalov & Wein                                                               
114 West 47th Street                          OppenheimerFunds                  
New York, New York  10036                                                       

No dealer, broker, salesperson or any other person has been authorized to       
give any information or to make any representations other than those            
contained in this Prospectus or the Additional Statement and, if given or       
made, such information and representations must not be relied upon as           
having been authorized by the Fund, Oppenheimer Management Corporation,         
Oppenheimer Funds Distributor, Inc. or any affiliate thereof.  This             
Prospectus does not constitute an offer to sell or a solicitation of an         
offer to buy any of the securities offered hereby in any state to any           
person to whom it is unlawful to make such an offer in such state.              

PR380.1094.R *  Printed on recycled paper                                       

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Oppenheimer Time Fund                                                           

Two World Trade Center, New York, New York 10048-0203                           
1-800-525-7048                                                                  

Statement of Additional Information dated October 21, 1994                      

    This Statement of Additional Information of Oppenheimer Time Fund is
not a Prospectus.  This document contains additional information about the      
Fund and supplements information in the Prospectus dated October 21, 1994.      
It should be read together with the Prospectus, which may be obtained by        
writing to the Fund's Transfer Agent, Oppenheimer Shareholder Services,         
at P.O. Box 5270, Denver, Colorado 80217 or by calling the Transfer Agent       
at the toll-free number shown above.                                            

Contents                                                                        
                                        Page
About the Fund                                            2                     
Investment Objective and Policies                         2                     
Investment Policies and Strategies                   2                
Other Investment Techniques and Strategies           2                
Other Investment Restrictions                       12                
How the Fund is Managed                                  13                     
Organization and History                            13                
Trustees and Officers of the Fund                   14                
The Manager and Its Affiliates                      17                
Brokerage Policies of the Fund                           19                     
Performance of the Fund                                  21                     
Service Plan                                             23                     
About Your Account                                       24                     
How To Buy Shares                                        24                     
How To Sell Shares                                       29                     
How To Exchange Shares                                   32                     
Dividends, Capital Gains and Taxes                       34                     
Additional Information About the Fund                    35                     
Financial Information About the Fund                     36                     
Independent Auditors' Report                             36                     
Financial Statements                                     37                     

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ABOUT THE FUND                                                                  

Investment Objective and Policies                                               

Investment Policies and Strategies.  The investment objective and policies      
of the Fund are described in the Prospectus.  Set forth below is                
supplemental information about those policies and the types of securities       
in which the Fund invests, as well as the strategies the Fund may use to        
try to achieve its objective.  Capitalized terms used in this Statement         
of Additional Information have the same meaning as those terms have in the      
Prospectus.                                                                     

 In selecting securities for the Fund's portfolio, the Fund's investment
advisor, Oppenheimer Management Corporation (the "Manager"), evaluates the      
merits of securities primarily through the exercise of its own investment       
analysis. This may include, among other things, evaluation of the history       
of the issuer's operations, prospects for the industry of which the issuer      
is part, the issuer's financial condition, the issuer's pending product         
developments and developments by competitors, the effect of general market      
and economic conditions on the issuer's business, and legislative               
proposals or new laws that might affect the issuer. Current income is not       
a consideration in the selection of portfolio securities for the Fund,          
whether for appreciation, defensive or liquidity purposes.  The fact that       
a security has a low yield or does not pay current income will not be an        
adverse factor in selecting securities to try to achieve the Fund's             
investment objective of capital appreciation unless the Manager believes        
that the lack of yield might adversely affect appreciation possibilities.       

The portion of the Fund's assets allocated to securities and methods  
selected for capital appreciation will depend upon the judgment of the          
Fund's Manager as to the future movement of the equity securities markets.      
If the Manager believes that economic conditions favor a rising market,         
the Fund will emphasize securities and investment methods selected for          
high capital growth.  If the Manager believes that a market decline is          
likely, defensive securities and investment methods will be emphasized          
(See "Temporary Defensive Investments," below).                                 

Other Investment Techniques and Strategies                                      

-    Warrants and Rights.  The prices of warrants do not necessarily  
move in a manner parallel to the prices of the underlying securities.  The      
price the Fund pays for a warrant will be lost unless the warrant is            
exercised prior to its expiration.  Rights and warrants have no voting          
rights, receive no dividends and have no rights with respect to the assets      
of the issuer.                                                                  

-    Writing Covered Calls.  As described in the Prospectus, the Fund 
may write covered calls. When the Fund writes a call on a security, it          
receives a premium and agrees to sell the callable investment to a              
purchaser of a corresponding call during the call period (usually not more      
than 9 months) at a fixed exercise price (which may differ from the market      
price of the underlying investment) regardless of market price changes          
during the call period.  To terminate its obligation on a call it has           
written, the Fund may purchase a  corresponding call in a "closing              
purchase transaction." A profit or loss will be realized, depending upon        
whether the net of the amount of option transaction costs and the premium       
previously received on the call the Fund has written is more or less than       
the price of the call the Fund subsequently purchased.  A profit may also       
be realized if the call lapses unexercised because the Fund retains the         
underlying investment and the premium received.  Such profits are               
considered short-term capital gains for Federal income tax purposes, as         
are premiums on lapsed calls, and when distributed by the Fund are taxable      
as ordinary income.  If the Fund could not effect a closing purchase            
transaction due to the lack of a market, it would have to hold the              
callable investment until the call lapsed or was exercised.                     

The Fund may also write calls on futures without owning a futures     
contract or deliverable securities, provided that at the time the call is       
written, the Fund covers the call by segregating in escrow an equivalent        
dollar value of liquid assets. The Fund will segregate additional liquid        
assets if the value of the escrowed assets drops below 100% of the current      
value of the future.  In no circumstances would an exercise notice as to        
a future put the Fund in a short futures position.                              

The Fund's Custodian, or a securities depository acting for the       
Custodian, will act as the Fund's escrow agent, through the facilities of       
the Options Clearing Corporation ("OCC"), as to the investments on which        
the Fund has written options that are traded on exchanges, or as to other       
acceptable escrow securities, so that no margin will be required from the       
Fund for such option transactions.  OCC will release the securities             
covering a call on the expiration of the call or when the Fund enters into      
a closing purchase transaction.  Call writing affects the Fund's turnover       
rate and the brokerage commissions it pays.  Commissions, normally higher       
than on general securities transactions, are payable on writing or              
purchasing  a call.                                                             

-    Hedging With Options and Futures Contracts. The Fund may use     
hedging instruments for the purposes described in the Prospectus. When          
hedging to attempt to protect against declines in the market value of the       
Fund's portfolio, or to permit the Fund to retain unrealized gains in the       
value of portfolio securities which have appreciated, or to facilitate          
selling securities for investment reasons, the Fund may: (i) sell Stock         
Index Futures, (ii) buy puts on such Futures or securities, or (iii) write      
covered calls on securities held by it or on Stock Index Futures (as            
described in the Prospectus).  When hedging to establish a position in the      
equity securities markets as a temporary substitute for the purchase of         
individual equity securities the Fund may: (i) buy Stock Index Futures,         
or (ii) buy calls on Stock Index Futures or securities.  Normally, the          
Fund would then purchase the equity securities and terminate the hedging        
portion.                                                                        

 The Fund's strategy of hedging with futures and options on futures will
be incidental to the Fund's investment activities in the underlying cash        
market.  In the future, the Fund may employ hedging instruments and             
strategies that are not presently contemplated but which may be developed,      
to the extent such investment methods are consistent with the Fund's            
investment objective, and are legally permissible and disclosed in the          
Prospectus.  Additional information about the hedging instruments the Fund      
may use is provided below.                                                      

 -    Stock Index Futures.  As described in the Prospectus, the Fund may
invest in Stock Index Futures only if they relate to broadly-based stock        
indices. A stock index is considered to be broadly-based if it includes         
stocks that are not limited to issuers in any particular industry or group      
of industries.  A stock index assigns relative values to the common stocks      
included in the index and fluctuates with the changes in the market value       
of those stocks.  Stock indices cannot be purchased or sold directly.           

Stock Index Futures are contracts based on the future value of the    
basket of securities that comprise the underlying stock index.  The             
contracts obligate the seller to deliver, and the purchaser to take, cash       
to settle the futures transaction or to enter into an offsetting contract.      
No physical delivery of the securities underlying the index is made on          
settling the futures obligation. No monetary amount is paid or received         
by the Fund on the purchase or sale of a Stock Index Future.  Upon              
entering into a futures transaction, the Fund will be required to deposit       
an initial margin payment, in cash or U.S. Treasury bills, with the             
futures commission merchant (the "futures broker").  Initial margin             
payments will be deposited with the Fund's Custodian in an account              
registered in the futures broker's name; however, the futures broker can        
gain access to that account only under certain specified conditions.  As        
the future is marked to market (that is, its value on the Fund's books is       
changed) to reflect changes in its market value, subsequent margin              
payments, called variation margin, will be paid to or by the futures            
broker on a daily basis.                                                        

At any time prior to the expiration of the future, the Fund may elect 
to close out its position by taking an opposite position, at which time         
a final determination of variation margin is made and additional cash is        
required to be paid by or released to the Fund.  Any gain or loss is then       
realized by the Fund on the future for tax purposes.  Although Stock Index      
Futures by their terms call for settlement by the delivery of cash, in          
most cases the settlement obligation is fulfilled without such delivery         
by entering into an offsetting transaction.  All futures transactions are       
effected through a clearing house associated with the exchange on which         
the contracts are traded.                                                       

-    Purchasing Puts and Calls. The Fund may purchase calls to protect
against the possibility that the Fund's portfolio will not participate in       
an anticipated rise in the securities market. When the Fund purchases a         
call (other than in a closing purchase transaction), it pays a premium          
and, except as to calls on stock indices, has the right to buy the              
underlying investment from a seller of a corresponding call on the same         
investment during the call period at a fixed exercise price.  In                
purchasing a call, the Fund benefits only if the call is sold at a profit       
or if, during the call period, the market price of the underlying               
investment is above the sum of the call price, transaction costs, and the       
premium paid, and the call is exercised.  If the call is not exercised or       
sold (whether or not at a profit), it will become worthless at its              
expiration date and the Fund will lose its premium payment and the right        
to purchase the underlying investment.  When the Fund purchases a call on       
a stock index, it pays a premium, but settlement is in cash rather than         
by delivery of the underlying investment to the Fund.                           

 When the Fund purchases a put, it pays a premium and, except as to puts
on stock indices, has the right to sell the underlying investment to a          
seller of a corresponding put on the same investment during the put period      
at a fixed exercise price.  Buying a put on an investment the Fund owns         
(a "protective put") enables the Fund to attempt to protect itself during       
the put period against a decline in the value of the underlying investment      
below the exercise price by selling the underlying investment at the            
exercise price to a seller of a corresponding put.  If the market price         
of the underlying investment is equal to or above the exercise price and        
as a result the put is not exercised or resold, the put will become             
worthless at its expiration and the Fund will lose the premium payment and      
the right to sell the underlying investment.  However, the put may be sold      
prior to expiration (whether or not at a profit).                               

Puts and calls on broadly-based stock indices or Stock Index Futures  
are similar to puts and calls on securities or futures contracts except         
that all settlements are in cash and gain or loss depends on changes in         
the index in question (and thus on price movements in the stock market          
generally) rather than on price movements of individual securities or           
futures contracts.  When the Fund buys a call on a stock index or Stock         
Index Future, it pays a premium.  If the Fund exercises the call during         
the call period, a seller of a corresponding call on the same investment        
will pay the Fund an amount of cash to settle the call if the closing           
level of the stock index or future upon which the call is based is greater      
than the exercise price of the call.  That cash payment is equal to the         
difference between the closing price of the call and the exercise price         
of the call times a specified multiple (the "multiplier") which determines      
the total dollar value for each point of difference.  When the Fund buys        
a put on a stock index or Stock Index Future, it pays a premium and has         
the right during the put period to require a seller of a corresponding          
put, upon the Fund's exercise of its put, to deliver cash to the Fund to        
settle the put if the closing level of the stock index or Stock Index           
Future upon which the put is based is less than the exercise price of the       
put.  That cash payment is determined by the multiplier, in the same            
manner as described above as to calls.                                          

When the Fund purchases a put on a stock index, or on a Stock Index   
Future not owned by it, the put protects the Fund to the extent that the        
index moves in a similar pattern to the securities the Fund holds.  The         
Fund can either resell the put or, in the case of a put on a Stock Index        
Future, buy the underlying investment and sell it at the exercise price.        
The resale price of the put will vary inversely with the price of the           
underlying investment.  If the market price of the underlying investment        
is above the exercise price, and as a result the put is not exercised, the      
put will become worthless on the expiration date.  In the event of a            
decline in price of the underlying investment, the Fund could exercise or       
sell the put at a profit to attempt to offset some or all of its loss on        
its portfolio securities.                                                       

 The Fund's option activities may affect its portfolio turnover rate and
brokerage commissions.  The exercise of calls written by the Fund may           
cause the Fund to sell related portfolio securities, thus increasing its        
turnover rate.  The exercise by the Fund of puts on securities will cause       
the sale of underlying investments, increasing portfolio turnover.              
Although the decision whether to exercise a put it holds is within the          
Fund's control, holding a put might cause the Fund to sell the related          
investments for reasons that would not exist in the absence of the put.         
The Fund will pay a brokerage commission each time it buys or sells a           
call, put or an underlying investment in connection with the exercise of        
a put or call.  Such commissions may be higher than the commissions for         
direct purchases or sales of the underlying investments.                        

Premiums paid for options are small in relation to the market value of
the underlying investments, and consequently put and call options offer         
large amounts of leverage.  The leverage offered by trading in options          
could result in the Fund's net asset value being more sensitive to changes      
in the value of the underlying investments.                                     

-    Regulatory Aspects of Hedging Instruments. The Fund must operate 
within certain restrictions as to its long and short positions in futures       
and options thereon under a rule ("CFTC Rule") adopted  by the Commodity        
Futures Trading Commission ("CFTC") under the Commodity Exchange Act (the       
"CEA").  The CEA excludes the Fund from registration with the CFTC as a         
"commodity pool operator" (as defined under the CEA), if the Fund complies      
with the CFTC Rule.  Under these restrictions, the Fund will not, as to         
any positions, whether long, short or a combination thereof, enter into         
Futures transactions and options thereon for which the aggregate initial        
margins and premiums exceed 5% of the fair market value of the Fund's           
assets, with certain exclusions as defined in the CFTC Rule.  Under the         
restrictions, the Fund also must, as to its short positions, use futures        
and options thereon solely for "bona fide hedging purposes" within the          
meaning and intent of the applicable provisions of the CEA.                     

Transactions in options by the Fund are subject to limitations        
established by option exchanges governing the maximum number of options         
that may be written or held by a single investor or group of investors          
acting in concert, regardless of whether the options were written or            
purchased on the same or different exchanges or are held in one or more         
accounts or through one or more different exchanges or through one or more      
brokers.  Thus the number of options which the Fund may write or hold may       
be affected by options written or held by other entities, including other       
investment companies having the same adviser as the Fund (or an adviser         
that is an affiliate of the Fund's adviser).  The exchanges also impose         
position limits on Futures transactions.  An exchange may order the             
liquidation of positions found to be in violation of those limits and may       
impose certain other sanctions.                                                 

Due to requirements under the Investment Company Act, when the Fund   
purchases a Stock Index Future, the Fund will maintain, in a segregated         
account or accounts with its Custodian, cash or readily-marketable, short-      
term (maturing in one year or less) debt instruments in an amount equal         
to the market value of the securities underlying such Future, less the          
margin deposit applicable to it.                                                

-    Tax Aspects of Covered Calls and Hedging Instruments. The Fund   
intends to qualify as a "regulated investment company" under the Internal       
Revenue Code (although it reserves the right not to qualify).  That             
qualification enables the Fund to "pass through" its income and realized        
capital gains to shareholders without having to pay tax on them.  This          
avoids a "double tax" on that income and capital gains, since shareholders      
normally will be taxed on the dividends and capital gains they receive          
from the Fund (unless the Fund's shares are held in a retirement account        
or the shareholder is otherwise exempt from tax).  One of the tests for         
the Fund's qualification as a regulated investment company is that less         
than 30% of its gross income must be derived from gains realized on the         
sale of securities held for less than three months.  To comply with this        
30% cap, the Fund will limit the extent to which it engages in the              
following activities, but will not be precluded from them: (i) selling          
investments, including Stock Index Futures, held for less than three            
months, whether or not they were purchased on the exercise of a call held       
by the Fund; (ii) purchasing options which expire in less than three            
months; (iii) effecting closing transactions with respect to calls or puts      
written or purchased less than three months previously; (iv) exercising         
puts or calls held by the Fund for less than three months; or (v) writing       
calls on investments held less than three months.                               

 -    Risks of Hedging With Options and Futures.  An option position may
be closed out only on a market that provides secondary trading for options      
of the same series, and there is no assurance that a liquid secondary           
market will exist for any particular option.  In addition to the risks          
associated with hedging that are discussed in the Prospectus and above,         
there is a risk in using short hedging by (i) selling Stock Index Futures       
or (ii) purchasing puts on stock indices or Stock Index Futures to attempt      
to protect against declines in the value of the Fund's equity securities.       
The risk is that the prices of Stock Index Futures will correlate               
imperfectly with the behavior of the cash (i.e., market value) prices of        
the Fund's equity securities.  The ordinary spreads between prices in the       
cash and futures markets are subject to distortions, due to differences         
in the natures of those markets.  First, all participants in the futures        
markets are subject to margin deposit and maintenance requirements.             
Rather than meeting additional margin deposit requirements, investors may       
close out futures contracts through offsetting transactions which could         
distort the normal relationship between the cash and futures markets.           
Second, the liquidity of the futures markets depends on participants            
entering into offsetting transactions rather than making or taking              
delivery. To the extent participants decide to make or take delivery,           
liquidity in the futures markets could be reduced, thus producing               
distortion.  Third, from the point of view of speculators, the deposit          
requirements in the futures markets are less onerous than margin                
requirements in the securities markets.  Therefore, increased                   
participation by speculators in the futures markets may cause temporary         
price distortions.                                                              

The risk of imperfect correlation increases as the composition of the 
Fund's portfolio diverges from the securities included in the applicable        
index.  To compensate for the imperfect correlation of movements in the         
price of the equity securities being hedged and movements in the price of       
the hedging instruments, the Fund may use hedging instruments in a greater      
dollar amount than the dollar amount of equity securities being hedged if       
the historical volatility of the prices of the equity securities being          
hedged is more than the historical volatility of the applicable index.          
It is also possible that if the Fund has used hedging instruments in a          
short hedge, the market may advance and the value of equity securities          
held in the Fund's portfolio may decline. If that occurred, the Fund would      
lose money on the hedging instruments and also experience a decline in          
value in its portfolio securities.  However, while this could occur for         
a very brief period or to a very small degree, over time the value of a         
diversified portfolio of equity securities will tend to move in the same        
direction as the indices upon which the hedging instruments are based.          

If the Fund uses hedging instruments to establish a position in the   
equities markets as a temporary substitute for the purchase of individual       
equity securities (long hedging) by buying Stock Index Futures and/or           
calls on such Futures, on securities or on stock indices, it is possible        
that the market may decline.  If the Fund then concludes not to invest in       
equity securities at that time because of concerns as to a possible             
further market decline or for other reasons, the Fund will realize a loss       
on the hedging instruments that is not offset by a reduction in the price       
of the equity securities purchased.                                             

-    Borrowing for Leverage.  From time to time, the Fund may increase
its ownership of securities by borrowing from banks on an unsecured basis       
and investing the borrowed funds, subject to the restrictions stated in         
the Prospectus.  Any such borrowing will be made only from banks, and,          
pursuant to the requirements of the Investment Company Act of 1940 (the         
"Investment Company Act"), will only be made to the extent that the value       
of the Fund's assets, less its liabilities other than borrowings, is equal      
to at least 300% of all borrowings including the proposed borrowing.  If        
the value of the Fund's assets, when computed in that manner, should fail       
to meet the 300% asset coverage requirement, the Fund is required within        
three days to reduce its bank debt to the extent necessary to meet that         
requirement.  To do so, the Fund may have to sell a portion of its              
investments at a time when independent  investment judgment would not           
dictate such sale.                                                              

  -    Investing in Small, Unseasoned Companies.  The securities of small,
unseasoned companies may have a limited trading market, which may               
adversely affect the Fund's ability to dispose of them and can reduce the       
price the Fund might be able to obtain for them.  If other investment           
companies and investors that invest in this type of securities trade the        
same securities when the Fund attempts to dispose of its holdings, the          
Fund may receive lower prices than might otherwise be obtained, because         
of the thinner market for such securities.                                      

-    Foreign Securities. "Foreign securities" include equity and debt 
securities of companies organized under the laws of countries other than        
the United States and debt securities of foreign governments that are           
traded on foreign securities exchanges or in the foreign over-the-counter       
markets.  Securities of foreign issuers that are represented by American        
Depository Receipts or that are listed on a U.S. securities exchange or         
traded in the U.S. over-the-counter markets are not considered "foreign         
securities" for the purpose of the Fund's investment allocations, because       
they are not subject to many of the special considerations and risks,           
discussed below, that apply to foreign securities traded and held abroad.       

 Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers, including the          
opportunity to invest in foreign issuers that appear to offer growth            
potential, or in foreign countries with economic policies or business           
cycles different from those of the U.S., or to reduce fluctuations in           
portfolio value by taking advantage of foreign stock markets that do not        
move in a manner parallel to U.S. markets. If the Fund's portfolio              
securities are held abroad, the countries in which they may be held and         
the sub-custodians holding them must be approved by the Fund's Board of         
Trustees under applicable rules of the Securities and Exchange Commission.      

-    Risks of Foreign Investing. Investments in foreign securities    
present special additional risks and considerations not typically               
associated with investments in domestic securities: reduction of income         
by foreign taxes; fluctuation in value of foreign portfolio investments         
due to changes in currency rates and control regulations (e.g., currency        
blockage); transaction charges for currency exchange; lack of public            
information about foreign issuers; lack of uniform accounting, auditing         
and financial reporting standards comparable to those applicable to             
domestic issuers; less volume on foreign exchanges than on U.S. exchanges;      
greater volatility and less liquidity on foreign markets than in the U.S.;      
less regulation of foreign issuers, stock exchanges and brokers than in         
the U.S.; greater difficulties in commencing lawsuits; higher brokerage         
commission rates than in the U.S.; increased risks of delays in settlement      
of portfolio transactions or loss of certificates for portfolio                 
securities; possibilities in some countries of expropriation, confiscatory      
taxation, political, financial or social instability or adverse diplomatic      
developments; and unfavorable differences between the U.S. economy and          
foreign economies.  In the past, U.S.  Government policies have                 
discouraged certain investments abroad by U.S.  investors, through              
taxation or other restrictions, and it is possible that such restrictions       
could be re-imposed.                                                            

Options on Foreign Currencies.  The Fund intends to write and purchase
both covered and uncovered calls and puts on foreign currencies.  A call        
written on a foreign currency by the Fund is covered if the Fund owns the       
underlying foreign currency covered by the call or has an absolute and          
immediate right to acquire that foreign currency without additional cash        
consideration (or for additional cash consideration held in a segregated        
account by its custodian) upon conversion or exchange of other foreign          
currency held in its portfolio.  Normally this will be effected by the          
sale of a security denominated in the relevant currency at a price higher       
or lower than the original acquisition price of the security.  This will        
result in a loss or a gain in addition to that resulting from the currency      
option position.  An uncovered call may be written by the Fund on a             
foreign currency to provide a hedge against a decline in the U.S. dollar        
value of a security which the Fund owns or has the right to acquire and         
which is denominated in the currency underlying the option due to an            
adverse change in the exchange rate.  This is a cross-hedging strategy.         
In such circumstances, the Fund collateralizes the option by maintaining        
in a segregated account with the Fund's custodian, cash or Government           
Securities in an amount not less than the value of the underlying foreign       
currency in U.S. dollars marked-to-market daily.                                

Forward Contracts.  A Forward Contract involves bilateral obligations 
of one party to purchase, and another party to sell, a specific currency        
at a future date (which may be any fixed number of days from the date of        
the contract agreed upon by the parties), at a price set at the time the        
contract is entered into.  These contracts are traded in the interbank          
market conducted directly between currency traders (usually large               
commercial banks) and their customers.                                          

The Fund may use Forward Contracts to protect against uncertainty in  
the level of future exchange rates.  The use of Forward Contracts does not      
eliminate fluctuations in the prices of the underlying securities the Fund      
owns or intends to acquire, but it does fix a rate of exchange in advance.      
In addition, although Forward Contracts limit the risk of loss due to a         
decline in the value of the hedged currencies, at the same time they limit      
any potential  gain that might result should the value of the currencies        
increase.  The Fund will not speculate with Forward Contracts or foreign        
currency exchange rates.                                                        

The Fund may enter into Forward Contracts with respect to specific    
transactions.  For example, when the Fund enters into a contract for the        
purchase or sale of a security denominated in a foreign currency, or when       
the Fund anticipates receipt of dividend payments in a foreign currency,        
the Fund may desire to "lock-in" the U.S. dollar price of the security or       
the U.S. dollar equivalent of such payment by entering into a Forward           
Contract, for a fixed amount of U.S. dollars per unit of foreign currency,      
for the purchase or sale of the amount of foreign currency involved in the      
underlying transaction ("transaction hedge").  The Fund will thereby be         
able to protect itself against a possible loss resulting from an adverse        
change in the relationship between the currency exchange rates during the       
period between the date on which the security is purchased or sold, or on       
which the payment is declared, and the date on which such payments are          
made or received.                                                               

The Fund may also use Forward Contracts to lock in the U.S. dollar    
value of portfolio positions ("position hedge").  In a position hedge, for      
example, when the Fund believes that foreign currency may suffer a              
substantial decline against the U.S. dollar, it may enter into a forward        
sale contract to sell an amount of that foreign currency approximating the      
value of some or all of the Fund's portfolio securities denominated in          
such foreign currency, or when the Fund believes that the U.S. dollar may       
suffer a substantial decline against a foreign currency, it may enter into      
a forward purchase contract to buy that foreign currency for a fixed            
dollar amount.  In this situation the Fund may, in the alternative, enter       
into a forward contract to sell a different foreign currency for a fixed        
U.S. dollar amount where the Fund believes that the U.S. dollar value of        
the currency to be sold pursuant to the forward contract will fall              
whenever there is a decline in the U.S. dollar value of the currency in         
which portfolio securities of the Fund are denominated ("cross-hedge").         

The Fund will not enter into such Forward Contracts or maintain a net 
exposure to such contracts where the consummation of the contracts would        
obligate the Fund to deliver an amount of foreign currency in excess of         
the value of the Fund's portfolio securities or other assets denominated        
in that currency.  The Fund, however, in order to avoid excess                  
transactions and transaction costs, may maintain a net exposure to Forward      
Contracts in excess of the value of the Fund's portfolio securities or          
other assets denominated in that currency provided the excess amount is         
"covered" by liquid, high-grade debt securities, denominated in any             
currency, at least equal at all times to the amount of such excess.  As         
an alternative, the Fund may purchase a call option permitting the Fund         
to purchase the amount of foreign currency being hedged by a forward sale       
contract at a price no higher than the forward contract price or the Fund       
may purchase a put option permitting the Fund to sell the amount of             
foreign currency subject to a forward purchase contract at a price as high      
or higher than the forward contract price.  Unanticipated changes in            
currency prices may result in poorer overall performance for the Fund than      
if it had not entered into such contracts.                                      

The precise matching of the Forward Contract amounts and the value of 
the securities involved will not generally be possible because the future       
value of such securities in foreign currencies will change as a                 
consequence of market movements in the value of these securities between        
the date the Forward Contract is entered into and the date it is sold.          
Accordingly, it may be necessary for the Fund to purchase additional            
foreign currency on the spot  (i.e., cash) market (and bear the expense         
of such purchase), if the market value of the security is less than the         
amount of foreign currency the Fund is obligated to deliver and if a            
decision is made to sell the security and make delivery of the foreign          
currency.  Conversely, it may be necessary to sell on the spot market some      
of the foreign currency received upon the sale of the portfolio security        
if its market value exceeds the amount of foreign currency the Fund is          
obligated to deliver.  The projection of short-term currency market             
movements is extremely difficult, and the successful execution of a short-      
term hedging strategy is highly uncertain.  Forward Contracts involve the       
risk that anticipated currency movements will not be accurately predicted,      
causing the Fund to sustain losses on these contracts and transactions          
costs.                                                                          

At or before the maturity of a Forward Contract requiring the Fund to 
sell a currency, the Fund may either sell a portfolio security and use the      
sale proceeds to make delivery of the currency or retain the security and       
offset its contractual obligation to deliver the currency by purchasing         
a second contract pursuant to which the Fund will obtain, on the same           
maturity date, the same amount of the currency that it is obligated to          
deliver.  Similarly, the Fund may close out a Forward Contract requiring        
it to purchase a specified currency by entering into a second contract          
entitling it to sell the same amount of the same currency on the maturity       
date of the first contract.  The Fund would realize a gain or loss as a         
result of entering into such an offsetting Forward Contract under either        
circumstance to the extent the exchange rate or rates between the               
currencies involved moved between the execution dates of the first              
contract and offsetting contract.                                               

The cost to the Fund of engaging in Forward Contracts varies with     
factors such as the currencies involved, the length of the contract period      
and the market conditions then prevailing.  Because Forward Contracts are       
usually entered into on a principal basis, no fees or commissions are           
involved.  Because such contracts are not traded on an exchange, the Fund       
must evaluate the credit and performance risk of each particular                
counterparty under a Forward Contract.                                          

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.         
dollars on a daily basis.  The Fund may convert foreign currency from time      
to time, and investors should be aware of the costs of currency                 
conversion.  Foreign exchange dealers do not charge a fee for conversion,       
but they do seek to realize a profit based on the difference between the        
prices at which they buy and sell various currencies.  Thus, a dealer may       
offer to sell a foreign currency to the Fund at one rate, while offering        
a lesser rate of exchange should the Fund desire to resell that currency        
to the dealer.                                                                  

-    Interest Rate Swap Transactions.  Swap agreements entail both    
interest rate risk and credit risk.  There is a risk that, based on             
movements of interest rates in the future, the payments made by the Fund        
under a swap agreement will have been greater than those received by it.        
Credit risk arises from the possibility that the counterparty will              
default.  If the counterparty to an interest rate swap defaults, the            
Fund's loss will consist of the net amount of contractual interest              
payments that the Fund has not yet received.  The Manager will monitor the      
creditworthiness of counterparties to the Fund's interest rate swap             
transactions on an ongoing basis.  The Fund will enter into swap                
transactions with appropriate counterparties pursuant to master netting         
agreements.  A master netting agreement provides that all swaps done            
between the Fund and the counterparty under the master agreement shall be       
regarded as parts of an integral agreement.  If on any date amounts are         
payable in the same currency in respect of one or more swap transactions,       
the net amount payable on that date in that currency shall be paid.  In         
addition, the master netting agreement may provide that if one party            
defaults generally or on one swap, the counterparty may terminate the           
swaps with that party.  Under such agreements, if there is a default            
resulting in a loss to one party, the measure of that party's damages is        
calculated by reference to the average cost of a replacement swap with          
respect to each swap (i.e., the mark-to-market value at the time of the         
termination of each swap).  The gains and losses on all swaps are then          
netted, and the result is the counterparty's gain or loss on termination.       
The termination of all swaps and the netting of gains and losses on             
termination is generally referred to as "aggregation."                          

-    Restricted and Illiquid Securities.  To enable the Fund to sell  
restricted securities not registered under the Securities Act of 1933, the      
Fund may have to cause those securities to be registered.  The expenses         
of registration of restricted securities may be negotiated by the Fund          
with the issuer at the time such securities are purchased by the Fund,          
if such registration is required before such securities may be sold             
publicly. When registration must be arranged because the Fund wishes to         
sell the security, a considerable period may elapse between the time the        
decision is made to sell the securities and the time the Fund would be          
permitted to sell them. The Fund would bear the risks of any downward           
price fluctuation during that period. The Fund may also acquire, through        
private placements, securities having contractual restrictions on their         
resale, which might limit the Fund's ability to dispose of such securities      
and might lower the amount realizable upon the sale of such securities.         

The Fund has percentage limitations that apply to purchases of        
restricted securities, as stated in the Prospectus. Those percentage            
restrictions do not limit purchases of restricted securities that are           
eligible for sale to qualified institutional purchasers pursuant to Rule        
144A under the Securities Act of 1933, provided that those securities have      
been determined to be liquid by the Board of Trustees of the Fund or by         
the Manager under Board-approved guidelines. Those guidelines take into         
account the trading activity for such securities and the availability of        
reliable pricing information, among other factors.  If there is a lack of       
trading interest in a particular Rule 144A security, the Fund's holding         
of that security may be deemed to be illiquid.                                  

-    Loans of Portfolio Securities.  The Fund may lend its portfolio  
securities subject to the restrictions stated in the Prospectus.  Under         
applicable regulatory requirements (which are subject to change), the loan      
collateral on each business day must at least equal the value of the            
loaned securities and must consist of cash, bank letters of credit or           
securities of the U.S.  Government (or its agencies or instrumentalities).      
To be acceptable as collateral, letters of credit must obligate a bank to       
pay amounts demanded by the Fund if the demand meets the terms of the           
letter.  Such terms and the issuing bank must be satisfactory to the Fund.      
When it lends securities, the Fund receives amounts equal to the dividends      
or interest on loaned securities and also receives one or more of (a)           
negotiated loan fees, (b) interest on securities used as collateral, and        
(c) interest on short-term debt securities purchased with such loan             
collateral.  Either type of interest may be shared with the borrower.  The      
Fund may also pay reasonable finder's, custodian and administrative fees.       
The Fund will not lend its portfolio securities to any officer, trustee,        
employee or affiliate of the Fund or the Manager.  The terms of the Fund's      
loans must meet applicable tests under the Internal Revenue Code and must       
permit the Fund to reacquire loaned securities on five days' notice or in       
time to vote on any important matter.                                           

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

In a repurchase transaction, the Fund acquires a security from, and   
simultaneously resells it to, an approved vendor.  An "approved vendor"         
is a U.S. commercial bank or the U.S. branch of a foreign bank or a             
broker-dealer which has been designated a primary dealer in government          
securities, which must meet credit requirements set by the Fund's Board         
of Trustees from time to time.  The resale price exceeds the purchase           
price by an amount that reflects an agreed-upon interest rate effective         
for the period during which the repurchase agreement is in effect.  The         
majority of these transactions run from day to day, and delivery pursuant       
to the resale typically will occur within one to five days of the               
purchase.  Repurchase agreements are considered "loans" under the               
Investment Company Act, collateralized by the underlying security.  The         
Fund's repurchase agreements require that at all times while the                
repurchase agreement is in effect, the value of the collateral must equal       
or exceed the repurchase price to fully collateralize the repayment             
obligation.  Additionally, the Manager will impose creditworthiness             
requirements to confirm that the vendor is financially sound and will           
continuously monitor the collateral's value.                                    

-    Temporary Defensive Investments.  When the equity markets in     
general are declining, the Fund may commit an increasing portion of its         
assets to defensive securities.  These may include the types of securities      
described in the Prospectus. When investing for defensive purposes, the         
Fund will normally emphasize investment in short-term debt securities           
(that is, securities maturing in one year or less from the date of              
purchase), since those types of securities are generally more liquid and        
usually may be disposed of quickly without significant gains or losses so       
that the Manager may have liquid assets when it wishes to make investments      
in securities for appreciation possibilities.                                   

Other Investment Restrictions                                                   

The Fund's most significant investment restrictions are set forth in  
the Prospectus. There are additional investment restrictions that the Fund      
must follow that are also fundamental policies. Fundamental policies and        
the Fund's investment objective cannot be changed without the vote of a         
"majority" of the Fund's outstanding voting securities.  Under the              
Investment Company Act, such a "majority" vote is defined as the vote of        
the holders of the lesser of (1) 67% or more of the shares present or           
represented by proxy at a shareholder meeting, if the holders of more than      
50% of the outstanding shares are present, or (2) more than 50% of the          
outstanding shares.                                                             

Under these additional restrictions, the Fund cannot: (1) lend money, 
but the Fund may invest in a portion of a publicly distributed issue of         
bonds, debentures, commercial paper, or other similar corporate                 
obligations; the Fund may also make loans of portfolio securities provided      
the loan is collateralized in accordance with applicable regulatory             
requirements and provided that immediately after any such loan the value        
of the securities loaned does not exceed 25% of the total value of the          
Fund's assets; (2) underwrite securities of other companies, except             
insofar as it might be deemed to be an underwriter for purposes of the          
Securities Act of 1933 in the resale of any securities held in its own          
portfolio; (3) invest in or hold securities of any issuer if those              
officers, directors and trustees of the Fund or its adviser owning              
individually more than 0.5% of the securities of such issuer together own       
more than 5% of the securities of such issuer; (4) invest in commodities        
or commodity contracts; however, the Fund may buy and sell any of the           
Hedging Instruments it may use, whether or not such Hedging Instrument is       
considered to be a commodity or commodity contract; (5) invest in real          
estate or interests in real estate, but may purchase readily marketable         
securities of companies holding real estate or interests therein; (6)           
purchase securities on margin; however, the Fund may make margin deposits       
in connection with any of the Hedging Instruments which it may use; or (7)      
mortgage, hypothecate or pledge any of its assets; however, this does not       
prohibit the escrow arrangements contemplated by the writing of covered         
call options or other collateral or margin arrangements in connection with      
any of the Hedging Instruments it may use.                                      

The Fund has further undertaken, as a non-fundamental investment      
policy, in response to state securities regulations, that it will not           
invest in oil, gas, or mineral exploration or development programs; the         
Fund may terminate that undertaking at any time.                                

How the Fund Is Managed                                                         

Organization and History.  As a Massachusetts business trust, the Fund is       
not required to hold, and does not plan to hold, regular annual meetings        
of shareholders. The Fund will hold meetings when required to do so by the      
Investment Company Act or other applicable law, or when a shareholder           
meeting is called by the Trustees or upon proper request of the                 
shareholders.  Shareholders have the right, upon the declaration in             
writing or vote of two-thirds of the outstanding shares of the Fund, to         
remove a Trustee.  The Trustees will call a meeting of shareholders to          
vote on the removal of a Trustee upon the written request of the record         
holders of 10% of its outstanding shares.  In addition, if the Trustees         
receive a request from at least 10 shareholders (who have been                  
shareholders for at least six months) holding shares of the Fund valued         
at $25,000 or more or holding at least 1% of the Fund's outstanding             
shares, whichever is less, stating that they wish to communicate with           
other shareholders to request a meeting to remove a Trustee, the Trustees       
will then either make the Fund's shareholder list available to the              
applicants or mail their communication to all other shareholders at the         
applicants' expense, or the Trustees may take such other action as set          
forth under Section 16(c) of the Investment Company Act.                        

The Fund's Declaration of Trust contains an express disclaimer of     
shareholder or Trustee liability for the Fund's obligations, and provides       
for indemnification and reimbursement of expenses out of its property for       
any shareholder held personally liable for its obligations.  The                
Declaration of Trust also provides that the Fund shall, upon request,           
assume the defense of any claim made against any shareholder for any act        
or obligation of the Fund and satisfy any judgment thereon.  Thus, while        
Massachusetts law permits a shareholder of a business trust (such as the        
Fund) to be held personally liable as a "partner" under certain                 
circumstances, the risk of a Fund shareholder incurring financial loss on       
account of shareholder liability is limited to the relatively remote            
circumstances in which the Fund would be unable to meet its obligations         
described above.  Any person doing business with the Trust, and any             
shareholder of the Trust, agrees under the Trust's Declaration of Trust         
to look solely to the assets of the Trust for satisfaction of any claim         
or demand which may arise out of any dealings with the Trust, and the           
Trustees shall have no personal liability to any such person, to the            
extent permitted by law.                                                        

The Fund's Declaration of Trust and an SEC exemptive order permits it 
to offer shares of more than one class.  In the event the Fund determines       
to offer a class of shares in addition to the one presently offered, the        
Prospectus will be amended accordingly.                                         

Trustees and Officers of the Fund. The Fund's Trustees and officers and         
their principal occupations and business affiliations during the past five      
years are listed below.  The address of each Trustee and officer is Two         
World Trade Center, New York, New York 10048-0203, unless another address       
is listed below.  All of the Trustees are also trustees of Oppenheimer          
Fund, Oppenheimer Global Fund, Oppenheimer Time Fund, Oppenheimer Growth        
Fund, Oppenheimer Discovery Fund, Oppenheimer Global Growth & Income Fund,      
Oppenheimer Global Emerging Growth Fund, Oppenheimer Gold & Special             
Minerals Fund, Oppenheimer Tax-Free Bond Fund, Oppenheimer New York Tax-        
Exempt Fund, Oppenheimer California Tax-Exempt Fund, Oppenheimer Multi-         
State Tax-Exempt Trust, Oppenheimer Asset Allocation Fund, Oppenheimer          
Mortgage Income Fund, Oppenheimer Money Market Fund, Inc., Oppenheimer          
U.S. Government Trust, Oppenheimer Multi-Sector Income Trust, Oppenheimer       
Multi-Government Trust and Oppenheimer Target Fund (the "New York-based         
OppenheimerFunds"). Messrs. Spiro, Bishop, Bowen, Donohue, Farrar and Zack      
respectively hold the same offices with the other New York-based                
OppenheimerFunds as with the Fund. As of September 30, 1994, the Trustees       
and officers of the Fund as a group owned less than 1% of the outstanding       
shares of the Fund.                                                             

Leon Levy, Chairman of the Board of Trustees                          
General Partner of Odyssey Partners, L.P. (investment partnership) and
Chairman of Avatar Holdings, Inc. (real estate development).          

Leo Cherne, Trustee                                                   
386 Park Avenue South, New York, New York 10016                       
Chairman Emeritus of the International Rescue Committee (philanthropic
organization); formerly Executive Director of The Research Institute  
of America.                                                           

Robert G. Galli, Trustee*                                             
Vice Chairman of the Manager and Vice President and Counsel of        
Oppenheimer Acquisition Corp., the Manager's parent holding company;  
formerly he held the following positions: a director of the Manager   
and Oppenheimer Funds Distributor, Inc. (the "Distributor"), Vice     
President and a director of HarbourView Asset Management Corporation  
("HarbourView") and Centennial Asset Management Corporation           
("Centennial"), investment advisory subsidiaries of the Manager, a    
director of Shareholder Financial Services, Inc. ("SFSI") and         
Shareholder Services, Inc. ("SSI"), transfer agent subsidiaries of the
Manager, an officer of other OppenheimerFunds and Executive Vice      
President and General Counsel of the Manager and the Distributor.     

Benjamin Lipstein, Trustee                                            
591 Breezy Hill Road, Hillsdale, New York 12529                       
Professor Emeritus of Marketing, Stern Graduate School of Business    
Administration, New York University.                                  

Elizabeth B. Moynihan, Trustee                                        
801 Pennsylvania Avenue, N.W., Washington, DC 20004                   
Author and architectural historian; a trustee of the American Schools 
of Oriental Research, the Freer Gallery of Art (Smithsonian           
Institution), the Institute of Fine Arts (New York University) and the
Preservation League of New York State; a member of the Indo-U.S. Sub- 
Commission on Education and Culture.                                  

Kenneth A. Randall, Trustee                                           
6 Whittaker's Mill, Williamsburg, Virginia 23185                      
A director of Northeast Bancorp, Inc. (bank holding company), Dominion
Resources, Inc. (electric utility holding company) and Kemper         
Corporation (insurance and financial services company); formerly      
Chairman of the Board of ICL, Inc. (information systems).             

Edward V. Regan, Trustee                                              
40 Park Avenue, New York, New York 10016                              
President of Jerome Levy Economics Institute; a member of the U.S.    
Competitiveness Policy Council; a director of GranCare, Inc.          
(healthcare provider); formerly New York State Comptroller and        
trustee, New York State and Local Retirement Fund.                    

Russell S. Reynolds, Jr., Trustee                                     
200 Park Avenue, New York, New York 10166                             
Founder Chairman of Russell Reynolds Associates, Inc. (executive      
recruiting); Chairman of Directors Publication, Inc. (consulting and  
publishing); a trustee of Mystic Seaport Museum, International House, 
Greenwich Hospital and the Greenwich Historical Society.              

Sidney M. Robbins, Trustee                                            
50 Overlook Road, Ossining, New York 10562                            
Chase Manhattan Professor Emeritus of Financial Institutions, Graduate
School of Business, Columbia University; Visiting Professor of        
Finance, University of Hawaii; a director of The Korea Fund, Inc. and 
The Malaysia Fund, Inc. (closed-end investment companies); a member of
the Board of Advisors, Olympus Private Placement Fund, L.P.; Professor
Emeritus of Finance, Adelphi University.                              

Donald W. Spiro, President and Trustee*                               
Chairman Emeritus and a director of the Manager; formerly Chairman of 
the Manager and the Distributor.                                      

Pauline Trigere, Trustee                                              
550 Seventh Avenue, New York, New York 10018                          
Chairman and Chief Executive Officer of Trigere, Inc. (design and sale
of women's fashions).                                                 

Clayton K. Yeutter, Trustee                                           
1325 Merrie Ridge Road, McLean, Virginia 22101                        
Of Counsel, Hogan & Hartson (a law firm); a director of B.A.T.        
Industries, Ltd. (tobacco and financial services), Caterpillar, Inc.  
(machinery), ConAgra, Inc. (food and agricultural products), Farmers  
Insurance Company (insurance), FMC Corp. (chemicals and machinery),   
Lindsay Manufacturing Co. (irrigation equipment), Texas Instruments,  
Inc. (electronics) and The Vigoro Corporation (fertilizer             
manufacturer); formerly (in descending chronological order) Counsellor
to the President (Bush) for Domestic Policy, Chairman of the          
Republican National Committee, Secretary of the U.S. Department of    
Agriculture, and U.S. Trade Representative.                           

Andrew J. Donohue, Secretary                                          
Executive Vice President and General Counsel of the Manager and the   
Distributor; an officer of other OppenheimerFunds; formerly Senior    
Vice President and Associate General Counsel of the Manager and the   
Distributor, prior to which he was a partner in Kraft & McManimon (a  
law firm), an officer of First Investors Corporation (a broker-dealer)
and First Investors Management Company, Inc. (broker-dealer and       
investment adviser), and a director and an officer of First Investors 
Family of Funds and First Investors Life Insurance Company.           

George C. Bowen, Treasurer                                            
3410 South Galena Street, Denver, Colorado 80231                      
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,  
Treasurer, Assistant Secretary and a director of Centennial; Vice     
President, Treasurer and Secretary of SSI and SFSI; an officer of     
other OppenheimerFunds.                                               

Jay W. Tracey, III, Vice President and Portfolio Manager              
Vice President of the Manager; an officer of other OppenheimerFunds;  
formerly Managing Director of Buckingham Capital Management and Senior
Vice President of Founders Asset Management, Inc. (mutual fund        
adviser), prior to which he was a securities analyst and portfolio    
manager of Berger Associates, Inc. (investment adviser).              

Paul LaRocco, Associate Portfolio Manager                             
Assistant Vice President of the Manager; an officer of other          
OppenheimerFunds; formerly a Securities Analyst with Columbus Circle  
Investors, prior to which he was an Investment Analyst for Chicago    
Title & Trust Co.                                                     

Robert G. Zack, Assistant Secretary                                   
Senior Vice President and Associate General Counsel of the Manager;   
Assistant Secretary of SSI and SFSI; an officer of other              
OppenheimerFunds.                                                     

Robert Bishop, Assistant Treasurer                                    
3410 South Galena Street, Denver, Colorado 80231                      

Assistant Vice President of the Manager/Mutual Fund Accounting; an    
officer of other OppenheimerFunds; formerly a Fund Controller for the 
Manager, prior to which he was an Accountant for Yale & Seffiger,     
P.C., an accounting firm, and previously an Accountant and Commissions
Supervisor for Stuart James Company Inc., a broker-dealer.            

Scott Farrar, Assistant Treasurer                                     
3410 South Galena Street, Denver, Colorado 80231                      
Assistant Vice President of the Manager/Mutual Fund Accounting; an    
officer of other OppenheimerFunds; formerly a Fund Controller for the 
Manager, prior to which he was an International Mutual Fund Supervisor
for Brown Brothers Harriman Co., a bank, and previously a Senior Fund 
Accountant for State Street Bank & Trust Company, before which he was 
a sales representative for Central Colorado Planning.                 
_______________                                                       
 * A Trustee who is an "interested person" of the Fund as defined in the
Investment Company Act.                                                         

 -    Remuneration of Trustees.  The officers of the Fund are affiliated
with the Manager; they and the Trustees of the Fund who are affiliated          
with the Manager (Mr. Galli and Mr. Spiro, who is both an officer and           
Trustee) receive no salary or fee from the Fund.  During the Fund's fiscal      
year ended June 30, 1994, the remuneration (including expense                   
reimbursements) paid to all Trustees of the Fund (excluding Mr. Galli and       
Mr. Spiro) as a group for services as trustees and as members of one or         
more committees of the Board, totalled $34,778.  The Fund has adopted a         
retirement plan that provides for payment to a retired Trustee of up to         
80% of the average compensation paid during that Trustee's five years of        
service in which the highest compensation was received.  A Trustee must         
serve in that capacity for any of the New York-based OppenheimerFunds for       
at least 15 years to be eligible for the maximum payment; no payments have      
been made by the Fund under the plan as of June 30, 1994.  The accumulated      
liability for the Fund's projected benefit obligations under the plan was       
$117,741 as of that date.                                                       

-    Major Shareholders.  As of September 30, 1994, no person owned of
record or was known by the Fund to own beneficially 5% or more of the           
Fund's outstanding shares.                                                      

The Manager and Its Affiliates.  The Manager is wholly-owned by                 
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by          
Massachusetts Mutual Life Insurance Company.  OAC is also owned in part         
by certain of the Manager's directors and officers, some of whom also           
serve as officers of the Fund, and two of whom (Messrs. Galli and Spiro)        
serve as Trustees of the Fund.                                                  

-    The Investment Advisory Agreement.  The investment advisory      
agreement between the Manager and the Fund requires the Manager, at its         
expense, to provide the Fund with adequate office space, facilities and         
equipment, and to provide and supervise the activities of all                   
administrative and clerical personnel required to provide effective             
corporate administration for the Fund, including the compilation and            
maintenance of records with respect to its operations, the preparation and      
filing of specified reports, and composition of proxy materials and             
registration statements for continuous public sale of shares of the Fund.       

Expenses not expressly assumed by the Manager under the advisory      
agreement or by the Distributor under the General Distributors Agreement        
are paid by the Fund.  The advisory agreement lists examples of expenses        
paid by the Fund, the major categories of which relate to interest, taxes,      
brokerage commissions, fees to certain Trustees, legal and audit expenses,      
custodian and transfer agent expenses, share issuance costs, certain            
printing and registration costs and non-recurring expenses, including           
litigation costs.  For the Fund's fiscal years ended June 30, 1992, 1993        
and 1994, the management fees paid by the Fund to the Manager were              
$2,638,571, $2,642,347 and $2,848,414, respectively.                            

The advisory agreement contains no provision limiting the Fund's      
expenses. However, independently of the advisory agreement, the Manager         
has undertaken that the total expenses of the Fund in any fiscal year           
(including the management fee but excluding taxes, interest, brokerage          
commissions, distribution assistance payments and extraordinary expenses        
such as litigation costs) shall not exceed the most stringent expense           
limitation imposed under state law applicable to the Fund. Pursuant to the      
undertaking, the Manager's fee will be reduced at the end of a month so         
that there will not be any accrued but unpaid liability under this              
undertaking. Currently, the most stringent state expense limitation is          
imposed by California, and limits the Fund's expenses (with specified           
exclusions) to 2.5% of the first $30 million of average annual net assets,      
2% of the next $70 million of average annual net assets, and 1.5% of            
average annual net assets in excess of $100 million.  The Manager reserves      
the right to terminate or amend the undertaking at any time.  Any               
assumption of the Fund's expenses under this limitation would lower the         
Fund's overall expense ratio and increase its total return during any           
period in which expenses are limited.                                           

The Agreement contains no expense limitation.  However, independently 
of the Agreement, the Manager has undertaken that the total expenses of         
the Fund in any fiscal year (including the management fee but excluding         
taxes, interest, distribution plan payments, brokerage commissions and any      
extraordinary non-recurring expenses such as litigation costs) shall not        
exceed (and the Manager undertakes to reduce the Fund's management fee in       
the amount by which such expenses shall exceed) the most stringent state        
regulatory limitation on fund expenses applicable to the Fund.  At              
present, that limitation is imposed by California and limits expenses           
(with specified exclusions) to 2.5% of the first $30 million of average         
annual net assets, 2% of the next $70 million of average net assets and         
1.5% of average net assets in excess of $100 million.  The payment  of the      
management fee at the end of any month will be reduced so that there will       
not be any accrued but unpaid liability under this expense limitation.          
Any assumption of the Fund's expenses under this undertaking would lower        
the Fund's overall expense ratio and increase its total return during any       
period in which expenses are limited.  The Manager reserves the right to        
vary the amounts of expenses assumed or eliminate the assumption of             
expenses altogether.                                                            

As long as the Manager has acted with due care and in good faith, the 
Manager is not liable for any loss sustained by reason of any investment,       
the adoption of any investment policy, or the purchase, sale or retention       
of any security, provided, however, that the Agreement does not exculpate       
the Manager from liability for willful misfeasance, bad faith or gross          
negligence in the performance of its duties, or reckless disregard of its       
obligations under the Agreement.                                                

-    The Distributor.  Under its General Distributor's Agreement with 
the Fund, the Distributor acts as the Fund's principal underwriter in the       
continuous public offering of the Fund's shares but is not obligated to         
sell a specific number of shares.  Expenses normally attributable to            
sales, including advertising and the cost of printing and mailing               
prospectuses, other than those furnished to existing shareholders, are          
borne by the Distributor.  During the Fund's fiscal years ended June 30,        
1992, 1993 and 1994, the aggregate sales charges on sales of the Fund's         
shares were $990,171, $714,148 and $629,755, respectively, of which the         
Distributor and an affiliated broker-dealer retained in the aggregate           
$246,042, $189,859 and $168,109 in those respective years.  For additional      
information about distribution of the Fund's shares and the expenses            
connected with such activities, please refer to "Service Plan," below.          

-    The Transfer Agent. Oppenheimer Shareholder Services, the Fund's 
Transfer Agent, is responsible for maintaining the Fund's shareholder           
registry and shareholder accounting records, and for shareholder servicing      
and administrative functions.                                                   

Brokerage Policies of the Fund                                                  

Brokerage Provisions of the Investment Advisory Agreement.  One of the          
duties of the Manager under the advisory agreement is to arrange the            
portfolio transactions for the Fund.  The advisory agreement contains           
provisions relating to the employment of broker-dealers ("brokers") to          
effect the Fund's portfolio transactions.  In doing so, the Manager is          
authorized by the advisory agreement to employ broker-dealers, including        
"affiliated" brokers, as that term is defined in the Investment Company         
Act,  as may, in its best judgment based on all relevant factors,               
implement the policy of the Fund to obtain, at reasonable expense, the          
"best execution" (prompt and reliable execution at the most favorable           
price obtainable) of such transactions.  The Manager need not seek              
competitive commission bidding but is expected to minimize the commissions      
paid to the extent consistent with the interest and policies of the Fund        
as established by its Board of Trustees.                                        

Under the advisory agreement, the Manager is authorized to select     
brokers that provide brokerage and/or research services for the Fund            
and/or the other accounts over which the Manager or its affiliates have         
investment discretion.  The commissions paid to such brokers may be higher      
than another qualified broker would have charged if a good faith                
determination is made by the Manager and the commission is fair and             
reasonable in relation to the services provided.  Subject to the foregoing      
considerations, the Manager may also consider sales of shares of the Fund       
and other investment companies managed by the Manager or its affiliates         
as a factor in the selection of brokers for the Fund's portfolio                
transactions.                                                                   

Description of Brokerage Practices Followed by the Manager.  Subject to         
the provisions of the advisory agreement, the procedures and rules              
described above, allocations of brokerage are made by portfolio managers        
of the Manager under the supervision of the Manager's executive officers.       
Transactions in securities other than those for which an exchange is the        
primary market are generally done with principals or market makers.             
Brokerage commissions are paid primarily for effecting  transactions in         
listed securities and are otherwise paid only if it appears likely that         
a better price or execution can be obtained.  When the Fund engages in an       
option transaction, ordinarily the same broker will be used for the             
purchase or sale of the option and any transaction in the securities to         
which the option relates.  When possible, concurrent orders to purchase         
or sell the same security by more than one of the accounts managed by the       
Manager or its affiliates are combined.  The transactions effected              
pursuant to such combined orders are averaged as to price and allocated         
in accordance with the purchase or sale orders actually placed for each         
account.                                                                        

Most purchases of money market instruments and debt obligations are   
principal transactions at net prices.  For those transactions, instead of       
using a broker the Fund normally deals directly with the selling or             
purchasing principal or market maker unless it is determined that a better      
price or execution can be obtained by using a broker.  Purchases of these       
securities from underwriters include a commission or concession paid by         
the issuer to the underwriter, and purchases from dealers include a spread      
between the bid and asked price.  The Fund seeks to obtain prompt               
execution of such orders at the most favorable net price.                       

The research services provided by a particular broker may be useful   
only to one or more of the advisory accounts of the Manager and its             
affiliates, and investment research received for the commissions of those       
other accounts may be useful both to the Fund and one or more of such           
other accounts.  Such research, which may be supplied by a third party at       
the instance of a broker, includes information and analyses on particular       
companies and industries as well as market or economic trends and               
portfolio strategy, receipt of market quotations for portfolio                  
evaluations, information systems, computer hardware and similar products        
and services.  If a research service also assists the Manager in a non-         
research capacity (such as bookkeeping or other administrative functions),      
then only the percentage or component that provides assistance to the           
Manager in the investment decision-making process may be paid in                
commission dollars.                                                             

The research services provided by brokers broadens the scope and      
supplement the research activities of the Manager, by making available          
additional views for consideration and comparisons, and by enabling the         
Manager to obtain market information for the valuation of securities held       
in the Fund's portfolio or being considered for purchase.  The Board of         
Trustees, including the "independent" Trustees of the Fund (those Trustees      
of the Fund who are not "interested persons" as defined in the Investment       
Company Act, and who have no direct or indirect financial interest in the       
operation of the advisory agreement or the Distribution Plans described         
below) annually reviews information furnished by the Manager as to the          
commissions paid to brokers furnishing such services so that the Board may      
ascertain whether the amount of such commissions was reasonably related         
to the value or benefit of such services.                                       

During the Fund's fiscal years ended June 30, 1992, 1993 and 1994,    
total brokerage commissions paid by the Fund (not including spreads or          
concessions on principal transactions on a net trade basis) were $623,069,      
$523,921 and $1,689,639, respectively.  During the fiscal year ended June       
30, 1994, $216,461 was paid to brokers as commissions in return for             
research services; the aggregate dollar amount of those transactions was        
$109,841,151.  The transactions giving rise to those commissions were           
allocated in accordance with the Manager's internal allocation procedures.      

Performance of the Fund                                                         

Total Return Information.  As described in the Prospectus, from time to         
time the "average annual total return," "cumulative total return,"              
"average annual total return at net asset value" and "total return at net       
asset value" of an investment in shares of the Fund may be advertised.          
An explanation of how these total returns are calculated for each class         
and the components of those calculations is set forth below.                    

The Fund's advertisements of its performance data must, under         
applicable rules of the Securities and Exchange Commission ("SEC"),             
include the average annual total returns for the Fund's shares for the 1,       
5, and 10-year periods ending as of the most recently-ended calendar            
quarter prior to the publication of the advertisement. This enables an          
investor to compare the Fund's performance to the performance of other          
funds for the same periods. However, a number of factors should be              
considered before using such information as a basis for comparison with         
other investments. An investment in the Fund is not insured; its returns        
and share prices are not guaranteed and normally will fluctuate on a daily      
basis. When redeemed, an investor's shares may be worth more or less than       
their original cost. Returns for any given past period are not a                
prediction or representation by the Fund of future returns. The returns         
on shares of the Fund are affected by portfolio quality, the type of            
investments the Fund holds and its operating expenses.                          

-    Average Annual Total Returns. The Fund's "average annual total   
return" is an average annual compounded rate of return for each year in         
a specified number of years.  It is the rate of return based on the change      
in value of a hypothetical initial investment of $1,000 ("P" in the             
formula below) held for a number of years ("n") to achieve an Ending            
Redeemable Value ("ERV") of that investment, according to the following         
formula:                                                                        

( ERV ) 1/n                                                                     
(-----)     -1 = Average Annual Total Return                                    
(  P  )                                                                         

  -    Cumulative Total Returns. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over        
an entire period of years. Its calculation uses some of the same factors        
as average annual total return, but it does not average the rate of return      
on an annual basis. Cumulative total return is determined as follows:           

ERV - P                                                                         
------- = Total Return                                                          
P                                                                         

In calculating total return, the current maximum sales charge of 5.75%
(as a percentage of the offering price) is deducted from the initial            
investment ("P") (unless the return is shown at net asset value, as             
described below). Total returns also assume that all dividends and capital      
gains distributions during the period are reinvested to buy additional          
shares at net asset value per share, and that the investment is redeemed        
at the end of the period.  The "average annual total returns" on an             
investment in the Fund for the one, five and ten year periods ended June        
30, 1994 were (8.95%), 5.68% and 12.54%, respectively.  The "cumulative         
total return" for the ten year period ended June 30, 1994 was 225.87%.          
During a portion of the periods for which total returns are shown, the          
Fund's maximum initial sales charge rate was higher; as a result,               
performance returns on actual investments during those periods may be           
lower than the results shown.                                                   

-    Total Returns at Net Asset Value. From time to time the Fund may 
also quote an average annual total return at net asset value or a               
cumulative total return at net asset value for an investment in the Fund.       
Each is based on the difference in net asset value per share at the             
beginning and at the end of the period for a hypothetical investment            
(without considering the sales charge) and takes into consideration the         
reinvestment of dividends and capital gains distributions.  The cumulative      
total return at net asset value of the Fund's shares for the ten-year           
period ended December 31, 1993 was 257.61%. The average annual total            
returns at net asset value for the one, five and ten-year periods ended         
December 31, 1993 were 19.63%, 19.19% and 15.02%, respectively.                 

Total return information may be useful to investors in reviewing the  
Fund's performance.  However, when comparing total return of an investment      
in the Fund with that of other alternatives, investors should understand        
that as the Fund is an aggressive equity fund seeking capital                   
appreciation, its shares are subject to greater market risks and                
volatility than shares of funds having other investment objectives and          
that the Fund is designed for investors who are willing to accept greater       
risk of loss in the hopes of realizing greater gains.                           

Other Performance Comparisons. From time to time the Fund may publish the       
ranking of its performance by Lipper Analytical Services, Inc. ("Lipper"),      
a widely-recognized independent service. Lipper monitors the performance        
of regulated investment companies, including the Fund, and ranks their          
performance for various periods based on categories relating to investment      
objectives.  The performance of the Fund is ranked against (i) all other        
funds (excluding money market funds), (ii) all other capital appreciation       
funds and (iii) all other capital appreciation funds in a specific size         
category.  The Lipper performance rankings are based on total returns that      
include the reinvestment of capital gain distributions and income               
dividends but do not take sales charges or taxes into consideration.            

From time to time the Fund may publish the ranking of its performance 
by Morningstar, Inc., an independent mutual fund monitoring service that        
ranks mutual funds, including the Fund, monthly in broad investment             
categories (equity, taxable bond, municipal bond and hybrid) based on           
risk-adjusted investment return.  Investment return measures a fund's           
three, five and ten-year average annual total returns (when available) in       
excess of 90-day Treasury bill returns after considering sales charges and      
expenses.  Risk reflects fund performance below 90-day U.S. Treasury bill       
monthly returns.  Risk and return are combined to produce star rankings         
reflecting performance relative to the average fund in a fund's category.       
Five stars is the "highest" ranking (top 10%), four stars is "above             
average" (next 22.5%), three stars is "average" (next 35%), two stars is        
"below average" (next 22.5%) and one star is "lowest" (bottom 10%).             
Morningstar ranks the Fund in relation to other equity funds.  Rankings         
are subject to change.                                                          

The total return on an investment in the Fund's shares may be compared
with performance for the same period of either the Dow-Jones Industrial         
Average ("Dow") or the Standard & Poor's 500 Index ("S&P 500"), both of         
which are widely recognized indices of stock market performance.  Both          
indices consist of unmanaged groups of common stocks; the Dow consists of       
thirty such issues.  The performance of both indices includes a factor for      
the reinvestment of income dividends.  Neither index reflects reinvestment      
of capital gains or takes transaction charges or taxes into consideration       
as these items are not applicable to indices.                                   

Investors may also wish to compare the Fund's return to the returns on
fixed income investments available from banks and thrift institutions,          
such as certificates of deposit, ordinary interest-paying checking and          
savings accounts, and other forms of fixed or variable time deposits, and       
various other instruments such as Treasury bills. However, the Fund's           
returns and share price are not guaranteed by the FDIC or any other agency      
and will fluctuate daily, while bank depository obligations may be insured      
by the FDIC and may provide fixed rates of return, and Treasury bills are       
guaranteed as to principal and interest by the U.S. government.                 

Service Plan                                                                    

The Fund has adopted a Service Plan (the "Plan") under Rule 12b-1 of  
the Investment Company Act pursuant to which the Fund will reimburse the        
Distributor quarterly for all or a portion of its costs incurred in             
connection with the servicing of the Fund's shares, as described in the         
Prospectus.  The Plan has been approved by a vote of (i) the Board of           
Trustees of the Fund, including a majority of the Independent Trustees,         
cast in person at a meeting called for the purpose of voting on that Plan,      
and (ii) the holders of a "majority" (as defined in the Investment Company      
Act) of the shares of the Fund.                                                 

In addition, under the Plan the Manager and the Distributor, in their 
sole discretion, from time to time may use their own resources (which, in       
the case of the Manager, may include profits from the advisory fee it           
receives from the Fund) to make payments to brokers, dealers or other           
financial institutions (each is referred to as a "Recipient" under the          
Plan) for distribution and administrative services they perform.  The           
Distributor and the Manager may, in their sole discretion, increase or          
decrease the amount of payments they make from their own resources to           
Recipients.                                                                     

 Unless terminated as described below, the Plan continues in effect from
year to year but only as long as its continuance is specifically approved       
at least annually by the Fund's Board of Trustees and its Independent           
Trustees by a vote cast in person at a meeting called for the purpose of        
voting on such continuance.  The Plan may be terminated at any time by the      
vote of a majority of the Independent Trustees or by the vote of the            
holders of a "majority" (as defined in the Investment Company Act) of the       
Fund's outstanding shares.  The Plan may not be amended to increase             
materially the amount of payments to be made unless such amendment is           
approved by the Fund's shareholders.  All material amendments must be           
approved by the Board and the Independent Trustees.                             

While the Plan is in effect, the Treasurer of the Fund shall provide  
written reports to the Fund's Board of Trustees at least quarterly on the       
amount of all payments made pursuant to the Plan, the purpose for which         
each payment was made and the identity of each Recipient that received any      
payment.  Those reports, including the allocations on which they are            
based, will be subject to the review and approval of the Independent            
Trustees in the exercise of their fiduciary duty.  The Plan further             
provides that while it is in effect, the selection and nomination of those      
Trustees of the Fund who are not "interested persons" of the Fund is            
committed to the discretion of the Independent Trustees.  This does not         
prevent the involvement of others in such selection and nomination if the       
final decision on selection or nomination is approved by a majority of the      
Independent Trustees.                                                           

 Under the Plan, no payment will be made to any Recipient in any quarter
if the aggregate net asset value of all Fund shares held by the Recipient       
for itself and its customers did not exceed a minimum amount, if any, that      
may be determined from time to time by a majority of the Fund's                 
Independent Trustees. Initially, the Board of Trustees has set the fee at       
the maximum rate and set no minimum amount.  For the fiscal year ended          
June 30, 1994, payments under the Plan totalled $241,045, all of which was      
paid by the Distributor to Recipients, including $4,498 paid to MML             
Investor Services, Inc., an affiliate of the Distributor.                       

Any unreimbursed expenses incurred by the Distributor for any fiscal  
year may not be recovered in subsequent years.  Payments received by the        
Distributor under the Plan will not be used to pay any interest expense,        
carrying charge, or other financial costs, or allocation of overhead by         
the Distributor.                                                                

ABOUT YOUR ACCOUNT                                                              

How To Buy Shares                                                               

Determination of Net Asset Values Per Share.  The net asset value per           
share of the Fund is determined each day The New York Stock Exchange (the       
"NYSE") is open, as of 4:00 P.M., New York time, that day, by dividing the      
value of the Fund's net assets by the number of the Fund's shares               
outstanding.  The NYSE's most recent annual announcement (which is subject      
to change) states that it will close on New Year's Day, Presidents' Day,        
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day        
and Christmas Day.  It may also close on other days.  The Fund may invest       
a portion of its assets in debt securities or in foreign securities             
primarily listed on foreign exchanges or in foreign over-the-counter            
markets which may trade on Saturdays or customary U.S. business holidays        
on which the NYSE is closed.  Because the Fund's offering price and net         
asset value will not be calculated on those days, the Fund's net asset          
value per share may be significantly affected on such days, when                
shareholders may not purchase or redeem shares.                                 

The Fund's Board of Trustees has established procedures for the       
valuation of the Fund's securities, generally as follows: (i) equity            
securities traded on a securities exchange or on NASDAQ for which last          
sale information is regularly reported are valued at the last reported          
sale price on their primary exchange or NASDAQ that day (or, in the             
absence of sales that day, at values based on the last sales prices of the      
preceding trading day, or closing bid and asked prices); (ii) securities        
traded on NASDAQ and other unlisted equity securities for which last sale       
prices are not regularly reported but for which over-the-counter market         
quotations are readily available are valued at the highest closing bid          
price at the time of valuation, or, if no closing bid price is reported,        
on the basis of a closing bid price obtained from a dealer who maintains        
an active market in that security; (iii) debt securities having a maturity      
in excess of 60 days are valued at the mean between the bid and asked           
prices determined by a portfolio pricing service approved by the Board or       
obtained from active market makers on the basis of reasonable inquiry;          
(iv) short-term debt securities having a remaining maturity of 60 days or       
less are valued at cost, adjusted for amortization of premiums and              
accretion of discounts; (v) securities (including restricted securities)        
not having readily-available market quotations are valued at fair value         
under the Board's procedures; and (vi) securities traded on foreign             
exchanges are valued at the closing or last sales prices reported on a          
principal exchange, or, if none, at the mean between closing bid and asked      
prices and reflect prevailing rates of exchange taken from the closing          
price on the London foreign exchange market that day.                           

Trading in securities on European and Asian exchanges and over-the-   
counter markets is normally completed before the close of the NYSE.             
Events affecting the values of foreign securities traded in stock markets       
that occur between the time their prices are determined and the close of        
the NYSE will not be reflected in the Fund's calculation of net asset           
value unless the Board of Trustees or the Manager, under procedures             
established by the Board of Trustees, determines that the particular event      
would materially affect the Fund's net asset value, in which case an            
adjustment would be made.  Foreign currency will be valued as close to the      
time fixed for the valuation date as is reasonably practicable.  The            
values of securities denominated in foreign currency will be converted to       
U.S. dollars at the prevailing rates of exchange at the time of valuation.      

Puts, calls and futures held by the Fund are valued at the last sales 
price on the principal exchange on which they are traded, or on NASDAQ,         
as applicable, or, if there are no sales that day, in accordance with (i),      
above.  Forward currency contracts are valued at the closing price on the       
London foreign exchange market.  When the Fund writes an option, an amount      
equal to the premium received by the Fund is included in the Fund's             
Statement of Assets and Liabilities as an asset, and an equivalent              
deferred credit is included in the liability section.  The deferred credit      
is "marked-to-market" to reflect the current market value of the option.        
In determining the Fund's gain on investments, if a call written by the         
Fund is exercised, the proceeds are increased by the premium received.          
If a call or put written by the Fund expires, the Fund has a gain in the        
amount of the premium; if the Fund enters into a closing purchase               
transaction, it will have a gain or loss depending on whether the premium       
was more or less  than the cost of the closing transaction.  If the Fund        
exercises a put it holds, the amount the Fund receives on its sale of the       
underlying investment is reduced by the amount of premium paid by the           
Fund.                                                                           

AccountLink. When shares are purchased through AccountLink, each purchase       
must be at least $25.00.  Shares will be purchased on the regular business      
day the Distributor is instructed to initiate the Automated Clearing House      
transfer to buy the shares.  Dividends will begin to accrue on such shares      
on the day the Fund receives Federal Funds for such purchase through the        
ACH system before 4:00 P.M., which is normally 3 days after the ACH             
transfer is initiated.  The Distributor and the Fund are not responsible        
for any delays.  If the Federal Funds are received after 4:00 P.M.,             
dividends will begin to accrue on the next regular business day after such      
Federal Funds are received.                                                     

Reduced Sales Charges.  As discussed in the Prospectus, a reduced sales         
charge rate may be obtained under Right of Accumulation and Letters of          
Intent because of the economies of sales efforts and reduction in expenses      
realized by the Distributor, dealers and brokers making such sales.  No         
sales charge is imposed in certain other circumstances described in the         
Prospectus because the Distributor incurs little or no selling expenses.        
The term "immediate family" refers to one's spouse, children,                   
grandchildren, grandparents, parents, parents-in-law, brothers and              
sisters, sons- and daughters-in-law, a sibling's spouse and a spouse's          
siblings.                                                                       

- The OppenheimerFunds.  The OppenheimerFunds are those mutual funds  
for which the Distributor acts as the distributor or the sub-distributor        
and include the following:                                                      

Oppenheimer Tax-Free Bond Fund                                                  
Oppenheimer New York Tax-Exempt Fund                                            
Oppenheimer California Tax-Exempt Fund                                          
Oppenheimer Intermediate Tax-Exempt Bond Fund                                   
Oppenheimer Insured Tax-Exempt Bond Fund                                        
Oppenheimer Main Street California Tax-Exempt Fund                              
Oppenheimer Florida Tax-Exempt Fund                                             
Oppenheimer Pennsylvania Tax-Exempt Fund                                        
Oppenheimer New Jersey Tax-Exempt Fund                                          
Oppenheimer Fund                                                                
Oppenheimer Discovery Fund                                                      
Oppenheimer Time Fund                                                           
Oppenheimer Target Fund                                                         
Oppenheimer Growth Fund                                                         
Oppenheimer Equity Income Fund                                                  
Oppenheimer Value Stock Fund                                                    
Oppenheimer Asset Allocation Fund                                               
Oppenheimer Total Return Fund, Inc.                                             
Oppenheimer Main Street Income & Growth Fund                                    
Oppenheimer High Yield Fund                                                     
Oppenheimer Champion High Yield Fund                                            
Oppenheimer Investment Grade Bond Fund                                          
Oppenheimer U.S. Government Trust                                               
Oppenheimer Limited-Term Government Fund                                        
Oppenheimer Mortgage Income Fund                                                
Oppenheimer Global Fund                                                         
Oppenheimer Global Emerging Growth Fund                                         
Oppenheimer Global Environment Fund                                             
Oppenheimer Global Growth & Income Fund                                         
Oppenheimer Gold & Special Minerals Fund                                        
Oppenheimer Strategic Income Fund                                               
Oppenheimer Strategic Investment Grade Bond Fund                                
Oppenheimer Strategic Short-Term Income Fund                                    
Oppenheimer Strategic Income & Growth Fund                                      
Oppenheimer Strategic Diversified Income Fund                                   

and the following "Money Market Funds":                                         

Oppenheimer Money Market Fund, Inc.                                             
Oppenheimer Cash Reserves                                                       
Centennial Money Market Trust                                                   
Centennial Tax Exempt Trust                                                     
Centennial Government Trust                                                     
Centennial New York Tax Exempt Trust                                            
Centennial California Tax Exempt Trust                                          
Centennial America Fund, L.P.                                                   
Daily Cash Accumulation Fund, Inc.                                              

There is an initial sales charge on the purchase of Class A shares of 
each of the OppenheimerFunds except Money Market Funds (under certain           
circumstances described herein, redemption proceeds of Money Market Fund        
shares may be  subject to a contingent deferred sales charge).                  

  -    Letters of Intent.  A Letter of Intent ("Letter") is the investor's
statement of intention to purchase shares of the Fund (and Class A shares       
of other eligible OppenheimerFunds sold with a front-end sales charge)          
during the 13-month period from the investor's first purchase pursuant to       
the Letter (the "Letter of Intent period"), which may, at the investor's        
request, include purchases made up to 90 days prior to the date of the          
Letter.  The Letter states the investor's intention to make the aggregate       
amount of purchases (excluding any purchases made by reinvestments of           
dividends or distributions or purchases made at net asset value without         
sales charge), which together with the investor's holdings of such funds        
(calculated at their respective public offering prices calculated on the        
date of the Letter) will equal or exceed the amount specified in the            
Letter.  This enables the investor to obtain the reduced sales charge rate      
(as set forth in the Prospectus) applicable to purchases of shares in that      
amount (the "intended purchase amount").  Each purchase under the Letter        
will be made at the public offering price applicable to a single lump-sum       
purchase of shares in the intended purchase amount, as described in the         
Prospectus.                                                                     

In submitting a Letter, the investor makes no commitment to purchase  
shares, but if the investor's purchases of shares within the Letter of          
Intent period, when added to the value (at offering price) of the               
investor's holdings of shares on the last day of that period, do not equal      
or exceed the intended purchase amount, the investor agrees to pay the          
additional amount of sales charge applicable to such purchases, as set          
forth in "Terms of Escrow," below (as those terms may be amended from time      
to time).  The investor agrees that shares equal in value to 5% of the          
intended purchase amount will be held in escrow by the Transfer Agent           
subject to the Terms of Escrow.  Also, the investor agrees to be bound by       
the terms of the Prospectus, this Statement of Additional Information and       
the Application used for such Letter of Intent, and if such terms are           
amended, as they may be from time to time by the Fund, that those               
amendments will apply automatically to existing Letters of Intent.              

 If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the commissions            
previously paid to the dealer of record for the account and the amount of       
sales charge retained by the Distributor will be adjusted to the rates          
applicable to actual purchases.  If total eligible purchases during the         
Letter of Intent period exceed the intended purchase amount and exceed the      
amount needed to qualify for the next sales charge rate reduction set           
forth in the applicable prospectus, the sales charges paid will be              
adjusted to the lower rate, but only if and when the dealer returns to the      
Distributor the excess of the amount of commissions allowed or paid to the      
dealer over the amount of commissions that apply to the actual amount of        
purchases.  The excess commissions returned to the Distributor will be          
used to purchase additional shares for the investor's account at the net        
asset value per share in effect on the date of such purchase, promptly          
after the Distributor's receipt thereof.                                        

In determining the total amount of purchases made under a Letter,     
shares redeemed by the investor prior to the termination of the Letter of       
Intent period will be deducted.  It is the responsibility of the dealer         
of record and/or the investor to advise the Distributor about the Letter        
in placing any purchase orders for the investor  during the Letter of           
Intent period.  All of such purchases must be made through the                  
Distributor.                                                                    

-    Terms of Escrow That Apply to Letters of Intent.                 

 1.   Out of the initial purchase (or subsequent purchases if necessary)
made pursuant to a Letter, shares of the Fund equal in value to 5% of the       
intended purchase amount specified in the Letter shall be held in escrow        
by the Transfer Agent.  For example, if the intended purchase amount is         
$50,000, the escrow shall be shares valued in the amount of $2,500              
(computed at the public offering price adjusted for a $50,000 purchase).        
Any dividends and capital gains distributions on the escrowed shares will       
be credited to the investor's account.                                          

2.   If the intended purchase amount specified under the Letter is    
completed within the thirteen-month Letter of Intent period, the escrowed       
shares will be promptly released to the investor.                               

3.   If, at the end of the thirteen-month Letter of Intent period the 
total purchases pursuant to the Letter are less than the intended purchase      
amount specified in the Letter, the investor must remit to the Distributor      
an amount equal to the difference between the dollar amount of sales            
charges actually paid and the amount of sales charges which would have          
been paid if the total amount purchased had been made at a single time.         
Such sales charge adjustment will apply to any shares redeemed prior to         
the completion of the Letter.  If such difference in sales charges is not       
paid within twenty days after a request from the Distributor or the             
dealer, the Distributor will, within sixty days of the expiration of the        
Letter, redeem the number of escrowed shares necessary to realize such          
difference in sales charges.  Full and fractional shares remaining after        
such redemption will be released from escrow.  If a request is received         
to redeem escrowed shares prior to the payment of such additional sales         
charge, the sales charge will be withheld from the redemption proceeds.         

4.   By signing the Letter, the investor irrevocably constitutes and  
appoints the Transfer Agent as attorney-in-fact to surrender for                
redemption any or all escrowed shares.                                          

5.   The shares eligible for purchase under the Letter (or the holding
of which may be counted toward completion of the Letter) do not include         
any shares sold without a front-end sales charge or without being subject       
to a Class A contingent deferred sales charge unless (for the purpose of        
determining completion of the obligation to purchase shares under the           
Letter) the shares were acquired in exchange for shares of one of the           
OppenheimerFunds whose shares were acquired by payment of a sales charge.       

  6.   Shares held in escrow hereunder will automatically be exchanged for
shares of another fund to which an exchange is requested, as described in       
the section of the Prospectus entitled "Exchange Privilege," and the            
escrow will be transferred to that other fund.                                  

Asset Builder Plans.  To establish an Asset Builder Plan from a bank            
account, a check (minimum $25) for the initial purchase must accompany the      
application.  Shares purchased by Asset Builder Plan payments from bank         
accounts are subject to the redemption restrictions for recent purchases        
described in "How To Sell Shares," in the Prospectus.  Asset Builder Plans      
also enable shareholders of Oppenheimer Cash Reserves to use this account       
for monthly automatic purchases of shares of up to four other                   
OppenheimerFunds.                                                               

There is a front-end sales charge on the purchase of certain          
OppenheimerFunds, or a contingent deferred sales charge may apply to            
shares purchased by Asset Builder payments.  An application should be           
obtained from the Distributor, completed and returned, and a prospectus         
of the selected fund(s) should be obtained from the Distributor or your         
financial advisor before initiating Asset Builder payments.  The amount         
of the Asset Builder investment may be changed or the automatic                 
investments may be terminated at any time by writing to the Transfer            
Agent.  A reasonable period (approximately 15 days) is required after the       
Transfer Agent's receipt of such instructions to implement them.  The Fund      
reserves the right to amend, suspend, or discontinue offering such plans        
at any time without prior notice.                                               

Cancellation of Purchase Orders.  Cancellation of purchase orders for the       
Fund's shares (for example, when a purchase check is returned to the Fund       
unpaid) causes a loss to be incurred when the net asset value of the            
Fund's shares on the cancellation date is less than on the purchase date.       
That loss is equal to the amount of the decline in the net asset value per      
share multiplied by the number of shares in the purchase order.  The            
investor is responsible for that loss.  If the investor fails to                
compensate the Fund for the loss, the Distributor will do so.  The Fund         
may reimburse the Distributor for that amount by redeeming shares from any      
account registered in that investor's name, or the Fund or the Distributor      
may seek other redress.                                                         

How to Sell Shares                                                              

Information on how to sell shares of the Fund is stated in the        
Prospectus. The information below supplements the terms and conditions for      
redemptions set forth in the Prospectus.                                        

-    Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, the Board of       
Trustees of the Fund may determine that it would be detrimental to the          
best interests of the remaining shareholders of the Fund to make payment        
of a redemption order wholly or partly in cash.  In that case the Fund may      
pay the redemption proceeds in whole or in part by a distribution "in           
kind" of securities from the portfolio of the Fund, in lieu of cash, in         
conformity with applicable rules of the Securities and Exchange                 
Commission.  The Fund has elected to be governed by Rule 18f-1 under the        
Investment Company Act pursuant to which the Fund is obligated to redeem        
shares solely in cash up to the lesser of $250,000 or 1% of the net assets      
of the Fund during any 90-day period for one shareholder.  If shares are        
redeemed in kind, the redeeming shareholder might incur brokerage or other      
costs in selling the securities for cash. The method of valuing securities      
used to make redemptions in kind will be the same as the method the Fund        
uses to value it portfolio securities described above under "Determination      
of Net Asset Values Per Share" and that valuation will be made as of the        
time the redemption price is determined.                                        

  -    Involuntary Redemptions. The Fund's Board of Trustees has the right
to cause the involuntary redemption of the shares held in any account if        
the aggregate net asset value of those shares is less than $500 or such         
lesser amount as the Board may fix.  The Board of Trustees will not cause       
the involuntary redemption of shares in an account if the aggregate net         
asset value of the shares has fallen below the stated minimum solely as         
a result of market fluctuations.  Should the Board elect to exercise this       
right, it may also fix, in accordance with the Investment Company Act, the      
requirements for any notice to be given to the shareholders in question         
(not less than 30 days), or the Board may set requirements for granting         
permission to the Shareholder to increase the investment, and set other         
terms and conditions so that the shares would not be involuntarily              
redeemed.                                                                       

Reinvestment Privilege. Within six months of a redemption, a shareholder        
may reinvest all or part of the redemption proceeds of shares of the Fund       
in the Fund or in Class A shares of any other OppenheimerFund.  The             
reinvestment may be made without sales charge at the net asset value next       
computed after the Transfer Agent receives the reinvestment order.  The         
shareholder must ask the Distributor for that privilege at the time of          
reinvestment.  Any capital gain that was realized when the shares were          
redeemed is taxable, and reinvestment will not alter any capital gains tax      
payable on that gain.  If there has been a capital loss on the redemption,      
some or all of the loss may not be tax deductible, depending on the timing      
and amount of the reinvestment.  Under the Internal Revenue Code, if the        
redemption proceeds of Fund shares on which a sales charge was paid are         
reinvested in shares of the Fund or another of the OppenheimerFunds within      
90 days of payment of the sales charge, the shareholder's basis in the          
shares of the Fund that were redeemed may not include the amount of the         
sales charge paid.  That would reduce the loss or increase the gains            
recognized from the redemption.  However, in that case the sales charge         
would be added to the basis of the shares acquired by the reinvestment of       
the redemption proceeds.  The Fund may amend, suspend or cease offering         
this reinvestment privilege at any time as to shares redeemed after the         
date of such amendment, suspension or cessation.                                

Transfers of Shares.  Shares are not subject to the payment of a                
contingent deferred sales charge at the time of transfer to the name of         
another person or entity (whether the transfer occurs by absolute               
assignment, gift or bequest, not involving, directly or indirectly, a           
public sale).  The transferred shares will remain subject to the                
contingent deferred sales charge, calculated as if the transferee               
shareholder had acquired the transferred shares in the same manner and at       
the same time as the transferring shareholder.  If less than all shares         
held in an account are transferred, and some but not all shares in the          
account would be subject to a contingent deferred sales charge if redeemed      
at the time of transfer, shares acquired pursuant to reinvestment of            
dividends or distributions will be transferred first.                           

Distributions From Retirement Plans.  Requests for distributions from           
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or       
profit-sharing plans should be addressed to "Trustee, OppenheimerFunds          
Retirement Plans," c/o the Transfer Agent at its address listed in "How         
To Sell Shares" in the Prospectus or on the back cover of this Statement        
of Additional Information.  The request must: (i) state the reason for the      
distribution; (ii) state the owner's awareness of tax penalties if the          
distribution is premature; and (iii) conform to the requirements of the         
plan and the Fund's other redemption requirements.  Participants (other         
than self-employed persons) in OppenheimerFunds-sponsored pension or            
profit-sharing plans may not directly request redemption of their               
accounts.  The employer or plan administrator must sign the request.            
Distributions from pension and profit sharing plans are subject to special      
requirements under the Internal Revenue Code and certain documents              
(available from the Transfer Agent) must be completed before the                
distribution may be made.  Distributions from retirement plans are subject      
to withholding requirements under the Internal Revenue Code, and IRS Form       
W-4P (available from the Transfer Agent) must be submitted to the Transfer      
Agent with the distribution request, or the distribution may be delayed.        
Unless the shareholder has provided the Transfer Agent with a certified         
tax identification number, the Internal Revenue Code requires that tax be       
withheld from any distribution even if the shareholder elects not to have       
tax withheld.  The Fund, the Manager, the Distributor, the Trustee and the      
Transfer Agent assume no responsibility to determine whether a                  
distribution satisfies the conditions of applicable tax laws and will not       
be responsible for any tax penalties assessed in connection with a              
distribution.                                                                   

Special Arrangements for Repurchase of Shares from Dealers and Brokers.         
The Distributor is the Fund's agent to repurchase its shares from               
authorized dealers or brokers.  The repurchase price will be the net asset      
value next computed after the receipt of an order placed by such dealer         
or broker, except that orders received from dealers or brokers after 4:00       
P.M. on a regular business day will be processed at that day's net asset        
value if such orders were received by the dealer or broker from its             
customers prior to 4:00 P.M., and were transmitted to and received by the       
Distributor prior to its close of business that day (normally 5:00 P.M.).       
Payment ordinarily will be made within seven days after the Distributor's       
receipt of the required redemption documents, with signature(s) guaranteed      
as described in the Prospectus.                                                 

Automatic Withdrawal and Exchange Plans.  Investors owning shares of the        
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem        
shares (minimum $50) automatically on a monthly, quarterly, semi-annual         
or annual basis under an Automatic Withdrawal Plan.  Shares will be             
redeemed three business days prior to the date requested by the                 
shareholder for receipt of the payment.  Automatic withdrawals of up to         
$1,500 per month may be requested by telephone if payments are to be made       
by check payable to all shareholders of record and sent to the address of       
record for the account (and if the address has not been changed within the      
prior 30 days).  Required minimum distributions from OppenheimerFunds-          
sponsored retirement plans may not be arranged on this basis.  Payments         
are normally made by check, but shareholders having AccountLink privileges      
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan         
payments transferred to the bank account designated on the                      
OppenheimerFunds New Account Application or signature-guaranteed                
instructions.  The Fund cannot guarantee receipt of a payment on the date       
requested and reserves the right to amend, suspend or discontinue offering      
such plans at any time without prior notice.  Because of the sales charge       
assessed on purchases, shareholders should not make regular additional          
share purchases while participating in an Automatic Withdrawal Plan.            

 By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions applicable to such plans, as stated          
below and in the provisions of the OppenheimerFunds Application relating        
to such Plans, as well as the Prospectus.  These provisions may be amended      
from time to time by the Fund and/or the Distributor.  When adopted, such       
amendments will automatically apply to existing Plans.                          

 -    Automatic Exchange Plans.  Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed              
instructions) to exchange a pre-determined amount of shares of the Fund         
for shares (of the same class) of other OppenheimerFunds automatically on       
a monthly, quarterly, semi-annual or annual basis under an Automatic            
Exchange Plan.  The minimum amount that may be exchanged to each other          
fund account is $25.  Exchanges made under these plans are subject to the       
restrictions that apply to exchanges as set forth in "How to Exchange           
Shares" in the Prospectus and below in this Statement of Additional             
Information.                                                                    

-    Automatic Withdrawal Plans.  Fund shares will be redeemed as     
necessary to meet withdrawal payments.  Shares acquired without a sales         
charge will be redeemed first and shares acquired with reinvested               
dividends and capital gains distributions will be redeemed next, followed       
by shares acquired with a sales charge, to the extent necessary to make         
withdrawal payments.  Depending upon the amount withdrawn, the investor's       
principal may be depleted.  Payments made under withdrawal plans should         
not be considered as a yield or income on your investment.                      

The Transfer Agent will administer the investor's Automatic Withdrawal
Plan (the "Plan") as agent for the investor (the "Planholder") who              
executed the Plan authorization and application submitted to the Transfer       
Agent.  The Transfer Agent shall incur no liability to the Planholder for       
any action taken or omitted by the Transfer Agent in good faith to              
administer the Plan.  Certificates will not be issued for shares of the         
Fund purchased for and held under the Plan, but the Transfer Agent will         
credit all such shares to the account of the Planholder on the records of       
the Fund.  Any share certificates held by a Planholder may be surrendered       
unendorsed to the Transfer Agent with the Plan application so that the          
shares represented by the certificate may be held under the Plan.               

For accounts subject to Automatic Withdrawal Plans, distributions of  
capital gains must be reinvested in shares of the Fund, which will be done      
at net asset value without a sales charge.  Dividends on shares held in         
the account may be paid in cash or reinvested.                                  

Redemptions of shares needed to make withdrawal payments will be made 
at the net asset value per share determined on the redemption date.             
Checks or AccountLink payments of the proceeds of Plan withdrawals will         
normally be transmitted three business days prior to the date selected for      
receipt of the payment (receipt of payment on the date selected cannot be       
guaranteed), according to the choice specified in writing by the                
Planholder.                                                                     

The amount and the interval of disbursement payments and the address  
to which checks are to be mailed or AccountLink payments are to be sent         
may be changed at any time by the Planholder by writing to the Transfer         
Agent.  The Planholder should allow at least two weeks' time in mailing         
such notification for the requested change to be put in effect.  The            
Planholder may, at any time, instruct the Transfer Agent by written notice      
(in proper form in accordance with the requirements of the then-current         
Prospectus of the Fund) to redeem all, or any part of, the shares held          
under the Plan.  In that case, the Transfer Agent will redeem the number        
of shares requested at the net asset value per share in effect in               
accordance with the Fund's usual redemption procedures and will mail a          
check for the proceeds to the Planholder.                                       

The Plan may be terminated at any time by the Planholder by writing to
the Transfer Agent.  A Plan may also be terminated at any time by the           
Transfer Agent upon receiving directions to that effect from the Fund.          
The Transfer Agent will also terminate a Plan upon receipt of evidence          
satisfactory to it of the death or legal incapacity of the Planholder.          
Upon termination of a Plan by the Transfer Agent or the Fund, shares that       
have not been redeemed from the account will be held in uncertificated          
form in the name of the Planholder, and the account will continue as a          
dividend-reinvestment, uncertificated account unless and until proper           
instructions are received from the Planholder or his or her executor or         
guardian, or other authorized person.                                           

To use shares held under the Plan as collateral for a debt, the       
Planholder may request issuance of a portion of the shares in certificated      
form.  Upon written request from the Planholder, the Transfer Agent will        
determine the number of shares for which a certificate may be issued            
without causing the withdrawal checks to stop because of exhaustion of          
uncertificated shares needed to continue payments.  However, should such        
uncertificated shares become exhausted, Plan withdrawals will terminate.        

 If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent        
to act as agent in administering the Plan.                                      

How To Exchange Shares                                                          

As stated in the Prospectus, shares of a particular class of          
OppenheimerFunds having more than one class of shares may be exchanged          
only for shares of the same class of other OppenheimerFunds.  Shares of         
OppenheimerFunds that have a single class without a class designation are       
deemed "Class A" shares for this purpose, and all OppenheimerFunds offer        
"Class A" shares (except for Oppenheimer Strategic Diversified Income           
Fund).                                                                          

Class A shares of OppenheimerFunds may be exchanged at net asset value
for shares of any Money Market Fund.  Shares of any Money Market Fund           
purchased without a sales charge may be exchanged for shares of                 
OppenheimerFunds offered with a sales charge upon payment of the sales          
charge (or, if applicable, may be used to purchase shares of                    
OppenheimerFunds subject to a contingent deferred sales charge).  Shares        
of this Fund acquired by reinvestment of dividends or distributions from        
any other of the OppenheimerFunds or from any unit investment trust for         
which reinvestment arrangements have been made with the Distributor may         
be exchanged at net asset value for shares of any of the OppenheimerFunds.      
No contingent deferred sales charge is imposed on exchanges of shares of        
either class purchased subject to a contingent deferred sales charge.           
However, when Class A shares acquired by exchange of Class A shares of          
other OppenheimerFunds purchased subject to a Class A contingent deferred       
sales charge are redeemed within 18 months of the end of the calendar           
month of the initial purchase of the exchanged Class A shares, the Class        
A contingent deferred sales charge is imposed on the redeemed shares (see       
"Contingent Deferred Sales Charge" in the Prospectus).                          

The Fund reserves the right to reject telephone or written exchange   
requests submitted in bulk by anyone on behalf of 10 or more accounts. The      
Fund may accept requests for exchanges of up to 50 accounts per day from        
representatives of authorized dealers that qualify for this privilege. In       
connection with any exchange request, the number of shares exchanged may        
be less than the number requested if the exchange or the number requested       
would include shares subject to a restriction cited in the Prospectus or        
this Statement of Additional Information or would include shares covered        
by a share certificate that is not tendered with the request.  In those         
cases, only the shares available for exchange without restriction will be       
exchanged.                                                                      

When exchanging shares by telephone, a shareholder must either have an
existing account in, or obtain and acknowledge receipt of a prospectus of,      
the fund to which the exchange is to be made.  For full or partial              
exchanges of an account made by telephone, any special account features         
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement          
plan contributions will be switched to the new account unless the Transfer      
Agent is instructed otherwise.  If all telephone lines are busy (which          
might occur, for example, during periods of substantial market                  
fluctuations), shareholders might not be able to request exchanges by           
telephone and would have to submit written exchange requests.                   

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 reserves the right, in its discretion, to refuse any exchange request      
that may disadvantage it (for example, if the receipt of multiple exchange      
requests from a dealer might require the disposition of portfolio               
securities at a time or at a price that might be disadvantageous to the         
Fund).                                                                          

The different OppenheimerFunds available for exchange have different  
investment objectives, policies and risks, and a shareholder should assure      
that the Fund selected is appropriate for his or her investment and should      
be aware of the tax consequences of an exchange.  For federal income tax        
purposes, an exchange transaction is treated as a redemption of shares of       
one fund and a purchase of shares of another. "Reinvestment Privilege,"         
above, discusses some of the tax consequences of reinvestment of                
redemption proceeds in such cases. The Fund, the Distributor, and the           
Transfer Agent are unable to provide investment, tax or legal advice to         
a shareholder in connection with an exchange request or any other               
investment transaction.                                                         

Dividends, Capital Gains and Taxes                                              

Tax Status of the Fund's Dividends and Distributions.  The Federal tax          
treatment of the Fund's dividends and capital gains distributions is            
explained in the Prospectus under the caption "Dividends, Capital Gains         
and Taxes."  Special provisions of the Internal Revenue Code govern the         
eligibility of the Fund's dividends for the dividends-received deduction        
for corporate shareholders.  Long-term capital gains distributions are not      
eligible for the deduction.  In addition, the amount of dividends paid by       
the Fund which may qualify for the deduction is limited to the aggregate        
amount of qualifying dividends that the Fund derives from its portfolio         
investments that the Fund has held for a minimum period, usually 46 days.       
A corporate shareholder will not be eligible for the deduction on               
dividends paid on Fund shares held for 45 days or less.  To the extent the      
Fund's dividends are derived from gross income from option premiums,            
interest income or short-term gains from the sale of securities or              
dividends from foreign corporations, those dividends will not qualify for       
the deduction.                                                                  

Under the Internal Revenue Code, by December 31 each year, the Fund   
must distribute 98% of its taxable investment income earned from January        
1 through December 31 of that year and 98% of its capital gains realized        
in the period from November 1 of the prior year through October 31 of the       
current year, or else the Fund must pay an excise tax on the amounts not        
distributed.  While it is presently anticipated that the Fund will meet         
those requirements, the Fund's Board of Trustees and the Manager might          
determine in a particular year that it would be in the best interest of         
shareholders for the Fund not to make such distributions at the required        
levels and to pay the excise tax on the undistributed amounts. That would       
reduce the amount of income or capital gains available for distribution         
to shareholders.                                                                

Dividend Reinvestment in Another Fund.  Shareholders of the Fund may elect      
to reinvest all dividends and/or capital gains distributions in Class A         
shares of any of the other OppenheimerFunds listed in "Reduced Sales            
Charges," above, at net asset value without sales charge.  To elect this        
option, a shareholder must notify the Transfer Agent in  writing and            
either have an existing account in the fund selected for reinvestment or        
must obtain a prospectus for that fund and an application from the              
Distributor to establish an account.  The investment will be made at the        
net asset value per share in effect at the close of business on the             
payable date of the dividend or distribution.  Dividends and/or                 
distributions from certain of the OppenheimerFunds may be invested in           
shares of this Fund on the same basis.                                          

Additional Information About the Fund                                           

The Custodian.  The Bank of New York is the Custodian of the Fund's             
assets.  The Custodian's responsibilities include safeguarding and              
controlling the Fund's portfolio securities, collecting income on the           
portfolio securities and handling the delivery of such securities to and        
from the Fund.  The Manager has represented to the Fund that the banking        
relationships between the Manager and the Custodian have been and will          
continue to be unrelated to and unaffected by the relationship between the      
Fund and the Custodian.  It will be the practice of the Fund to deal with       
the Custodian in a manner uninfluenced by any banking relationship the          
Custodian may have with the Manager and its affiliates.                         

Independent Auditors.  The independent auditors of the Fund audit the           
Fund's financial statements and perform other related audit services.           
They also act as auditors for certain other funds advised by the Manager        
and its affiliates.                                                             

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Investment Adviser                                                              
Oppenheimer Management Corporation                                    
Two World Trade Center                                                
New York, New York 10048                                              

Distributor                                                                     
Oppenheimer Funds Distributor, Inc.                                   
Two World Trade Center                                                
New York, New York 10048                                              

Transfer and Shareholder Servicing  Agent                                       
Oppenheimer Shareholder Services                                      
P.O. Box 5270                                                         
Denver, Colorado 80217                                                
1-800-525-7048                                                        

Custodian of Portfolio Securities                                               
The Bank of New York                                                  
One Wall Street                                                       
New York, NY 10015                                                    

Independent Auditors                                                            
KPMG Peat Marwick LLP                                                 
707 Seventeenth Street                                                
Denver, Colorado 80202                                                

Legal Counsel                                                                   
Gordon Altman Butowsky Weitzen Shalov & Wein                          
114 West 47th Street                                                  
New York, New York  10036                                             

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Oppenheimer Target Fund                                                         
Annual Report December 31, 1994                                                 

[photo depicting couple building new home]                                      

"We have some                                                                   
important                                                                       
financial                                                                       
goals, so                                                                       
we want our                                                                     
investment                                                                      
to increase                                                                     
in value                                                                        
over time."                                                                     

[logo] OppenheimerFunds(R)                                                      

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This Fund is for people who want the potential for solid investment growth over 
the long term.                                                                  

How Your Fund Is Managed                                                        
Oppenheimer Target Fund seeks long-term growth by investing in the stocks of    
companies that the Fund's managers believe have excellent growth potential and  
are worth more than they cost. So the Fund's shareholders get the potential for 
long-term appreciation.                                                         

         In today's stock market, the Fund's managers are targeting consumer and
industrial companies with strong earnings momentum, as well as companies that   
have excellent prospects in technology growth areas, such as computer software  
and networking. The Fund also invests in U.S.-based companies that are believed 
to have superior growth potential because their products or services are in high
demand in foreign countries.                                                    

Performance                                                                     
Total return at net asset value for the 12 months ended 12/31/94 was 0.46% for  
Class A shares and -0.50% for Class C shares.(1)                                

         The financial markets had a difficult year and, like many mutual funds,
your Fund felt the effects. While difficult years are hard to accept, they're an
inevitable part of investing. That's why keeping a long-term perspective is     
crucial to getting the most from your investment and helping you through        
short-term market fluctuations.                                                 

        Your Fund's average annual total returns at maximum offering price for
Class A shares for the 1-, 5-, and 10-year periods ended 12/31/94 and since     
inception of the Class on 1/22/81 were -5.32%, 8.46%, 10.49% and 15.51%,        
respectively. For Class C shares, average annual total returns for the 1-year   
period ended 12/31/94 and since inception of the Class on 12/1/93 were -1.38%   
and -1.17%, respectively.(3)                                                    

News                                                                            
Outperformed Average                                                            
Total Return for the Year                                                       
Ended 12/31/94:                                                                 
Oppenheimer                                                                     
Target Fund                                                                     
Class A (at NAV)(1)          0.46%                                              
Lipper                                                                          
Capital Appreciation                                                            
Funds Average(2)            -3.43%                                              

Outlook                                                                         

"In today's challenging markets, we're taking a more cautious approach to       
portfolio management. There's no easy money to be made, and we're positioning   
the portfolio more defensively. We're still looking for stocks trading at       
attractive prices, with exciting earnings potential."                           

                                                  Robert Doll, Portfolio Manager
                                                               December 31, 1994

1. Based on the change in net asset value per share from 12/31/93 to 12/31/94,  
without deducting any sales charges. Such performance would have been lower if  
sales charges were taken into account.                                          

2. Source: Lipper Analytical Services. The Lipper total return average for the  
year ended 12/31/94 was for 141 capital appreciation funds. The average is shown
for comparative purposes only. Oppenheimer Target Fund is characterized by      
Lipper as a capital appreciation fund. Lipper performance does not take sales   
charges into consideration.                                                     

3. Average annual total returns are based on a hypothetical investment held     
until 12/31/94, after deducting the current maximum initial sales charge of     
5.75% for Class A shares. The Fund's maximum sales charge rate for Class A      
shares was higher during a portion of some of the periods shown, and actual     
investment results will be different as a result of the change. Total return for
Class C shares was based on a hypothetical investment held for that period,     
after deducting the 1% contingent deferred sales charge for the 1-year          
calculation. Class A and Class C shares were first publicly offered on 1/22/81  
and 12/1/93, respectively. All figures assume reinvestment of dividends and     
capital gains distributions. Past performance is not indicative of future       
results. Investment and principal value on an investment in the Fund will       
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than the original cost.                                                         

2 Oppenheimer Target Fund                                                       

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Dear OppenheimerFunds Shareholder,                                              

The past year has been a difficult period for the stock market, one marked above
all by one of the most aggressive series of moves to raise interest rates in the
U.S. Federal Reserve's history. As interest rates moved up, bond prices fell and
the stock market followed, while investors looked everywhere for answers to     
questions about directions in inflation, interest rates, and the economy. These 
questions all concerned one basic issue: Is the bull market in stocks coming to 
an end?                                                                         

         In our view, it is not. While we are not expecting major gains in stock
prices in the very near term, we believe that the uncertainties which held the  
market back in 1994 will recede in 1995 as the fundamental positives in the     
economy are recognized. The most important of these positives is our belief that
the Fed's attempt to preempt possible inflation, while temporarily              
disconcerting, will likely have its desired effect in 1995. We believe that the 
economy will begin to slow, and although short-term rates may move up modestly  
from their present levels, long-term interest rates--the ones that most affect  
securities prices--should stabilize in their current range. Long-term rates may 
even begin to decline as overblown concerns about inflation abate.              

       Those concerns are, in fact, already fading. While the prices of some
commodities have risen over the past year and U.S. manufacturing capacity       
utilization and employment rose to their highest levels in years, in today's    
globally competitive environment, price increases are difficult to pass on to   
either consumers or businesses. The inflation rate--as measured by the Consumer 
Price Index--continues to run at less than 3% a year, and there's nothing on the
horizon to suggest to us that it will increase substantially anytime soon. Even 
at their current levels, interest rates remain low relative to recent periods,  
and in our view, pose no real threat to most companies' earnings or cash flows. 
During the most recent recession, many businesses learned to operate much more  
efficiently and took advantage of the extended decline in interest rates to work
down their debt loads and strengthen their financial positions. As a result,    
corporate profits have soared despite higher interest rates. And we believe that
business earnings should grow even more as economies in Europe and elsewhere    
emerge from their recessions, stimulating demand for U.S. companies' goods and  
services. As profits rise, we expect stocks to become more valuable.            

       Finally, the changing political landscape reflected in results of the
mid-term election bodes well for the stock market over time. In addition to     
limiting the expectation that Congress will pass potentially inflationary       
government spending proposals, the realignment in Washington has raised the     
possibility of tax relief in the form of an expanded deduction for individual   
retirement savings or possibly a reduction in the capital gains tax rate. What  
specific action, if any, Congress will take on these proposals remains to be    
seen. But any action to reduce the federal deficit, cut spending, and reduce    
taxes should be good news for the stock market overall.                         

        In light of all these factors, we remain bullish on stocks. As we have
noted in previous reports, we're expecting moderate gains in the short-term, in 
line with increasing corporate earnings. Over time, however, we expect stocks to
perform well in both the U.S. and foreign markets. Your portfolio manager       
discusses the outlook for your Fund on the following pages. We appreciate your  
confidence, and we look forward to helping you continue to reach your investment
goals.                                                                          

Donald W. Spiro                                                                 
President                                                                       
Oppenheimer                                                                     
Target Fund                                                                     

Jon S. Fossel                                                                   
Chairman and CEO                                                                
Oppenheimer                                                                     
Management                                                                      
Corporation                                                                     

Donald W. Spiro                                       Jon S. Fossel             
January 23, 1995                                                                

3 Oppenheimer Target Fund                                                       

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Q + A                                                                           

An interview with your Fund's manager.                                          

The past year was challenging for stocks and stock market funds, yet Target     
Fund's performance was relatively good. What factors contributed to the Fund's  
performance?                                                                    

The most important factor in our performance has been the moves we've made to   
position the portfolio more defensively.                                        

In the first six months of the year, we moved out of cyclical stocks and        
concentrated on financial, technology, and healthcare issues--an approach that  
was rewarded. Over the last six months, we've concentrated more on consumer and 
industrial companies with strong earnings power, and moved out of financial and 
healthcare issues. We're looking for more than just attractive valuations. We're
also looking for proven earnings power. And we've increased the Fund's cash     
position to its highest level in more than four years.                          

How has this defensive strategy affected your day-to-day management of the Fund?

In general, we're slower to buy and quicker to sell. We're extremely            
price-sensitive; we don't want to overpay for any stock. And we're ready to sell
any stock that doesn't perform at or above our expectations. In today's markets,
this kind of caution is not only warranted, it's the key to good investment     
performance.                                                                    

Where are you finding the best values today?                                    

In consumer cyclicals, we recently bought Brunswick, a well-diversified         
recreation company positioned to profit from the pickup in power boat and engine
sales. On the industrial side, we recently added Georgia Gulf, a well-positioned
chemical company. I could add to the list, but those names suggest our general  
buying emphasis on companies with good near-term profit outlooks that are       
selling at relatively low prices.(1)                                            

Q Why do you adopt a contrarian approach?                                       

1. The Fund's portfolio is subject to change.                                   

4 Oppenheimer Target Fund                                                       

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Aren't companies like these somewhat out of favor?                              

They are, and this contrarian approach is something that sets the Fund apart. We
try not to jump on market bandwagons; if you do that, you're almost sure to buy 
too late and hold too long. Instead, we analyze the companies whose stocks we   
buy carefully, and try to buy before the market recognizes their potential.     

How are you funding those purchases?                                            

Mainly by selling stocks in the financial and healthcare sectors where we can do
so at a profit. We recently sold USF&G, a property and casualty insurer. And    
we've been reducing our healthcare exposures throughout the year. We still have 
significant positions in those sectors, but they're much lower than they were a 
year ago.                                                                       

The international stock markets seem to be primed for strong growth. Is the Fund
positioned to participate?                                                      

While this Fund doesn't invest much of its assets in foreign companies, we do   
have significant holdings in companies that derive a third to a half of their   
earnings from sales outside the U.S., which covers a wide range of companies    
and sectors. Our largest holdings are technology stocks, such as Microsoft,     
Intel, Compaq, General Electric, Seagate Technologies, and Cabletron Systems.   

How do you expect to manage the Fund going forward?                             

In the near term, we'll continue to be defensive and maintain our cash position 
until the markets stabilize. As the business cycle advances, we'll look for     
stocks with lower valuations. Depending on developments, we may trim our        
technology positions in favor of more defensive stocks, such as utility and     
energy issues. These aren't promises or predictions, of course, but they are    
definitely things we're thinking about.                                         

Facing page                                                                     
Top left: Robert Doll, Portfolio                                                
Manager and Executive VP, Director of Equity Investments, with his assistant,   
Pat Andrzejewski                                                                

Top right: Christina Raulli, Associate International Trader                     

Bottom left: Mark Binning, Securities Coordinator, consults with Lawrence       
Apolito, VP Equity Trading                                                      

This page                                                                       
Top: Robert Doll                                                                

Bottom: The equity trading desk                                                 

A We try                                                                        
not to jump                                                                     
on market bandwagons;                                                           
if you do, you're almost sure to buy too late and hold too long.                

5 Oppenheimer Target Fund                                                       

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                              ------------------------------------------------------------------------------------------------------
                               Statement of Investments     December 31, 1994                                                       
                              ------------------------------------------------------------------------------------------------------

                                                                                                          Face          Market Value
                                                                                                          Amount        See Note 1  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Repurchase Agreements--21.9%   Repurchase agreement with First Chicago Capital Markets, 6%,                                         
                               dated 12/30/94, to be repurchased at $66,444,267 on 1/3/95,                                          
                               collateralized by U.S. Treasury Nts., 3.875%--8.875%, 5/31/95--8/31/05,                              
                               with a value of $63,145,634 and U.S. Treasury Bonds, 10.75%--14.25%,                                 
                               2/15/02--8/15/05, with a value of $4,638,710 (Cost $66,400,000)            $66,400,000   $66,400,000 

                                                                                                          Shares                    
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Common Stocks--78.2%                                                                                                                
----------------------------------------------------------------------------------------------------------------------------------- 
Basic Materials--2.1%                                                                                                               
----------------------------------------------------------------------------------------------------------------------------------- 
Chemicals--1.0%               Georgia Gulf Corp.(1)                                                            75,000     2,915,625 
----------------------------------------------------------------------------------------------------------------------------------- 
Steel--1.1%                   LTV Corp.(1)                                                                    215,000     3,493,750 
----------------------------------------------------------------------------------------------------------------------------------- 
Consumer Cyclicals--10.2%                                                                                                           
----------------------------------------------------------------------------------------------------------------------------------- 
Auto Parts: After Market-0.4% Goodyear Tire & Rubber Co.                                                       40,000     1,345,000 
----------------------------------------------------------------------------------------------------------------------------------- 
Broadcast Media--0.6%         Multimedia, Inc.(1)                                                              62,500     1,781,250 
----------------------------------------------------------------------------------------------------------------------------------- 
Entertainment--0.4%           WMS Industries, Inc.(1)                                                          65,000     1,218,750 
----------------------------------------------------------------------------------------------------------------------------------- 
Leisure Time--3.1%            Acclaim Entertainment, Inc.(1)                                                   25,000       359,375 
                              ----------------------------------------------------------------------------------------------------- 
                              Brunswick Corp.                                                                 275,000     5,190,625 
                              ----------------------------------------------------------------------------------------------------- 
                              Harley-Davidson, Inc.                                                            80,000     2,240,000 
                              ----------------------------------------------------------------------------------------------------- 
                              Outboard Marine Corp.                                                            75,000     1,471,875 
                                                                                                                       ------------ 
                                                                                                                          9,261,875 

----------------------------------------------------------------------------------------------------------------------------------- 
Restaurants--0.4%             Shoney's, Inc.(1)                                                                95,000     1,211,250 
----------------------------------------------------------------------------------------------------------------------------------- 
Retail Stores:                Bradlees, Inc.                                                                   10,000       116,250 
                              ----------------------------------------------------------------------------------------------------- 
Department Stores--0.5%       Dollar General Corp.                                                             50,000     1,500,000 
                                                                                                                       ------------ 
                                                                                                                          1,616,250 

----------------------------------------------------------------------------------------------------------------------------------- 
Retail Stores: General        Waban, Inc.(1)                                                                   90,000     1,597,500 
                              ----------------------------------------------------------------------------------------------------- 
Merchandise Chains--1.8%      Wal-Mart Stores, Inc.                                                           185,000     3,931,250 
                                                                                                                       ------------ 
                                                                                                                          5,528,750 

----------------------------------------------------------------------------------------------------------------------------------- 
Retail: Specialty--2.0%       Home Depot, Inc. (The)                                                           30,000     1,380,000 
                              ----------------------------------------------------------------------------------------------------- 
                              Intelligent Electronics, Inc.                                                    73,200       585,600 
                              ----------------------------------------------------------------------------------------------------- 
                              Michaels Stores, Inc.(1)                                                         82,900     2,880,775 
                              ----------------------------------------------------------------------------------------------------- 
                              Toys 'R' Us, Inc.(1)                                                             40,000     1,220,000 
                                                                                                                       ------------ 
                                                                                                                          6,066,375 

----------------------------------------------------------------------------------------------------------------------------------- 
Retail: Specialty Apparel--0.7%                                                                                                     
                              Gap, Inc. (The)                                                                  65,000     1,982,500 
----------------------------------------------------------------------------------------------------------------------------------- 
Toys--0.3%                    Mattel, Inc.                                                                     30,000       753,750 
----------------------------------------------------------------------------------------------------------------------------------- 
Consumer Non-Cyclicals--19.5%                                                                                                       
----------------------------------------------------------------------------------------------------------------------------------- 
Beverages: Soft Drinks--2.3%  Coca-Cola Co. (The)                                                             100,000     5,150,000 
                              ----------------------------------------------------------------------------------------------------- 
                              PepsiCo, Inc.                                                                    50,000     1,812,500 
                                                                                                                       ------------ 
                                                                                                                          6,962,500 


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                              -----------------------------------------------------------------------------------------------------

                              -----------------------------------------------------------------------------------------------------

                                                                                                                       Market Value
                                                                                                               Shares  See Note 1  
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Drugs--3.2%                   Merck & Co., Inc.                                                                40,000  $  1,525,000
                              -----------------------------------------------------------------------------------------------------
                              Pfizer, Inc.                                                                     35,000     2,703,750
                              -----------------------------------------------------------------------------------------------------
                              Schering-Plough Corp.                                                            75,000     5,550,000
                                                                                                                       ------------
                                                                                                                          9,778,750

-----------------------------------------------------------------------------------------------------------------------------------
Food Processing--0.7%         ConAgra, Inc.                                                                    45,000     1,406,250
                              -----------------------------------------------------------------------------------------------------
                              IBP, Inc.                                                                        25,000       756,250
                                                                                                                       ------------
                                                                                                                          2,162,500

-----------------------------------------------------------------------------------------------------------------------------------
Healthcare: Diversified--4.4% Abbott Laboratories                                                             125,000     4,078,125
                              -----------------------------------------------------------------------------------------------------
                              American Home Products Corp.                                                     37,400     2,346,850
                              -----------------------------------------------------------------------------------------------------
                              Bristol-Myers Squibb Co.                                                         50,000     2,893,750
                              -----------------------------------------------------------------------------------------------------
                              Warner-Lambert Co.                                                               50,000     3,850,000
                                                                                                                       ------------
                                                                                                                         13,168,725

-----------------------------------------------------------------------------------------------------------------------------------
Healthcare: Miscellaneous--3.7%                                                                                                    
                              Amgen, Inc.(1)                                                                   60,000     3,540,000
                              -----------------------------------------------------------------------------------------------------
                              U.S. Healthcare, Inc.                                                           100,000     4,125,000
                              -----------------------------------------------------------------------------------------------------
                              United Healthcare Corp.                                                          80,000     3,610,000
                                                                                                                       ------------
                                                                                                                         11,275,000

-----------------------------------------------------------------------------------------------------------------------------------
Hospital Management--0.8%     HealthCare COMPARE Corp.(1)                                                      70,000     2,388,750
-----------------------------------------------------------------------------------------------------------------------------------
Household Products--0.8%      Colgate-Palmolive Co.                                                            40,000     2,535,000
-----------------------------------------------------------------------------------------------------------------------------------
Medical Products--2.4%        Cordis Corp.(1)                                                                  75,000     4,537,500
                              -----------------------------------------------------------------------------------------------------
                              Medtronic, Inc.                                                                  50,000     2,781,250
                                                                                                                       ------------
                                                                                                                          7,318,750

-----------------------------------------------------------------------------------------------------------------------------------
Tobacco--1.2%                 Philip Morris Cos., Inc.                                                         15,000       862,500
                              -----------------------------------------------------------------------------------------------------
                              UST, Inc.                                                                        95,000     2,636,250
                                                                                                                       ------------
                                                                                                                          3,498,750

-----------------------------------------------------------------------------------------------------------------------------------
Industrial--2.9%                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------------
Conglomerates--0.8%           Canadian Pacific Ltd.                                                           150,000     2,250,000
-----------------------------------------------------------------------------------------------------------------------------------
Electrical Equipment--1.7%    General Electric Co.                                                            100,000     5,100,000
-----------------------------------------------------------------------------------------------------------------------------------
Manufacturing:                Mark IV Industries, Inc.                                                         20,000       395,000
Diversified Industrials--0.1%                                                                                                      
-----------------------------------------------------------------------------------------------------------------------------------
Railroads--0.3%               Illinois Central Corp.                                                           30,000       922,500
-----------------------------------------------------------------------------------------------------------------------------------
Financial--23.1%                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--0.3%      MBNA Corp.                                                                       40,000       935,000


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                              -----------------------------------------------------------------------------------------------------
                              Statement of Investments (Continued)                                                                 
                              -----------------------------------------------------------------------------------------------------

                                                                                                                       Market Value
                                                                                                              Shares   See Note 1  
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Financial Services:                                                                                                                
Miscellaneous--9.9%           Advanta Corp., Cl. A                                                            175,000  $  4,593,750
                              -----------------------------------------------------------------------------------------------------
                              Bear Stearns Cos., Inc. (The)                                                    90,000     1,383,750
                              -----------------------------------------------------------------------------------------------------
                              Countrywide Credit Industries, Inc.                                              20,000       260,000
                              -----------------------------------------------------------------------------------------------------
                              Federal Home Loan Mortgage Corp.                                                 15,000       757,500
                              -----------------------------------------------------------------------------------------------------
                              Federal National Mortgage Assn.                                                  45,000     3,279,375
                              -----------------------------------------------------------------------------------------------------
                              First USA, Inc.                                                                  65,000     2,136,875
                              -----------------------------------------------------------------------------------------------------
                              Green Tree Financial Corp.                                                      190,000     5,771,250
                              -----------------------------------------------------------------------------------------------------
                              PaineWebber Group, Inc.                                                         156,800     2,352,000
                              -----------------------------------------------------------------------------------------------------
                              Student Loan Marketing Assn.                                                     75,000     2,437,500
                              -----------------------------------------------------------------------------------------------------
                              Sunamerica, Inc.                                                                125,100     4,534,875
                              -----------------------------------------------------------------------------------------------------
                              Travelers, Inc.                                                                  75,000     2,437,500
                                                                                                                       ------------
                                                                                                                         29,944,375

-----------------------------------------------------------------------------------------------------------------------------------
Insurance: Life--2.2%         AFLAC, Inc.                                                                     159,750     5,112,000
                              -----------------------------------------------------------------------------------------------------
                              NWNL Companies, Inc.                                                             60,000     1,740,000
                                                                                                                       ------------
                                                                                                                          6,852,000

-----------------------------------------------------------------------------------------------------------------------------------
Major Banks: Other--1.5%      Bank of Boston Corp.                                                            175,000     4,528,125
-----------------------------------------------------------------------------------------------------------------------------------
Major Banks: Regional--8.1%   First Interstate Bancorp                                                         40,000     2,705,000
                              -----------------------------------------------------------------------------------------------------
                              KeyCorp                                                                         100,000     2,500,000
                              -----------------------------------------------------------------------------------------------------
                              Midlantic Corp.                                                                 100,000     2,650,000
                              -----------------------------------------------------------------------------------------------------
                              NationsBank Corp.                                                               100,000     4,512,500
                              -----------------------------------------------------------------------------------------------------
                              Northern Trust Corp.                                                             10,000       350,000
                              -----------------------------------------------------------------------------------------------------
                              Shawmut National Corp.                                                          245,000     4,011,875
                              -----------------------------------------------------------------------------------------------------
                              Signet Banking Corp.                                                            155,000     4,436,875
                              -----------------------------------------------------------------------------------------------------
                              SouthTrust Corp.                                                                157,500     2,835,000
                              -----------------------------------------------------------------------------------------------------
                              SunTrust Banks, Inc.                                                             10,000       477,500
                                                                                                                       ------------
                                                                                                                         24,478,750

-----------------------------------------------------------------------------------------------------------------------------------
Money Center Banks--0.4%      Chase Manhattan Corp.                                                            33,500     1,151,563
-----------------------------------------------------------------------------------------------------------------------------------
Savings and Loans/            California Federal Bank(1)                                                      190,000     2,066,250
Holding Cos.--0.7%                                                                                                                 
-----------------------------------------------------------------------------------------------------------------------------------
Technology--19.1%                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------------
Computer Software             Automatic Data Processing, Inc.                                                  35,000     2,047,500
                              -----------------------------------------------------------------------------------------------------
And Services--6.9%            BMC Software, Inc.(1)                                                           100,000     5,687,500
                              -----------------------------------------------------------------------------------------------------
                              Computer Associates International, Inc.                                          65,000     3,152,500
                              -----------------------------------------------------------------------------------------------------
                              Computer Sciences Corp.(1)                                                       23,100     1,178,100
                              -----------------------------------------------------------------------------------------------------
                              General Motors Corp., Cl. E                                                      25,000       962,500
                              -----------------------------------------------------------------------------------------------------
                              Microsoft Corp.(1)                                                              100,000     6,112,500
                              -----------------------------------------------------------------------------------------------------
                              Novell, Inc.(1)                                                                  35,000       599,375
                              -----------------------------------------------------------------------------------------------------
                              Sybase, Inc.(1)                                                                  20,000     1,040,000
                                                                                                                       ------------
                                                                                                                         20,779,975


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                              ----------------------------------------------------------------------------------------------------- 

                              ----------------------------------------------------------------------------------------------------- 

                                                                                                                       Market Value 
                                                                                                              Shares   See Note 1   
----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                    
Computer Systems--7.0%        3Com Corp.(1)                                                                   100,000  $  5,156,250 
                              ----------------------------------------------------------------------------------------------------- 
                              American Power Conversion Corp.(1)                                              115,000     1,883,125 
                              ----------------------------------------------------------------------------------------------------- 
                              Cabletron Systems, Inc.(1)                                                       50,000     2,325,000 
                              ----------------------------------------------------------------------------------------------------- 
                              Compaq Computer Corp.(1)                                                         90,000     3,555,000 
                              ----------------------------------------------------------------------------------------------------- 
                              Quantum Corp.(1)                                                                 94,000     1,421,750 
                              ----------------------------------------------------------------------------------------------------- 
                              Seagate Technology(1)                                                            20,000       480,000 
                              ----------------------------------------------------------------------------------------------------- 
                              Western Digital Corp.(1)                                                        375,000     6,281,250 
                                                                                                                       ------------ 
                                                                                                                         21,102,375 

----------------------------------------------------------------------------------------------------------------------------------- 
Electronics:                  Linear Technology Corp.                                                          60,000     2,970,000 
Instrumentation--1.0%                                                                                                               
----------------------------------------------------------------------------------------------------------------------------------- 
Electronics:                  Intel Corp.                                                                     125,000     7,984,375 
                              ----------------------------------------------------------------------------------------------------- 
Semiconductors--2.9%          Novellus Systems, Inc.(1)                                                         7,500       375,000 
                              ------------------------------------------------------------------------------------------------------
                              VLSI Technology, Inc.(1)                                                         35,000       420,000 
                                                                                                                       ------------ 
                                                                                                                          8,779,375 

----------------------------------------------------------------------------------------------------------------------------------- 
Telecommunications--1.3%      AT&T Corp.                                                                       80,000     4,020,000 
----------------------------------------------------------------------------------------------------------------------------------- 
Utilities--1.3%                                                                                                                     
----------------------------------------------------------------------------------------------------------------------------------- 
Electric Companies--0.7%      Empresa Nacional de Electricidad SA, Sponsored ADR                               50,000               
2,025,000                                                                                                                           
----------------------------------------------------------------------------------------------------------------------------------- 
Telephone--0.6%               Telefonos de Mexico SA, Sponsored ADR                                            50,000     2,050,000 
                                                                                                                       ------------ 
                              Total Common Stocks (Cost $185,188,215)                                                   236,614,138 

----------------------------------------------------------------------------------------------------------------------------------- 
Total Investments, at Value (Cost $251,588,215)                                                                 100.1%  303,014,138 
----------------------------------------------------------------------------------------------------------------------------------- 
Liabilities in Excess of Other Assets                                                                            (0.1)     (249,914)
                                                                                                           ----------  ------------ 
Net Assets                                                                                                      100.0% $302,764,224 
                                                                                                           ==========               
============                                                                                                                        

<FN>                                                                                                                                
                              1. Non-income producing security.                                                                     
                              See accompanying Notes to Financial Statements.                                                       
</FN>                                                                                                                               

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                              ----------------------------------------------------------------------------------------------------- 
                              Statement of Assets and Liabilities   December 31, 1994                                               
                              ----------------------------------------------------------------------------------------------------- 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
Assets                        Investments, at value (including repurchase agreements of $66,400,000)                                
                              (cost $251,588,215)--see accompanying statement                                          $303,014,138 
                              ----------------------------------------------------------------------------------------------------- 
                              Cash                                                                                          253,694 
                              ----------------------------------------------------------------------------------------------------- 
                              Receivables:                                                                                          
                              Investments sold                                                                            2,200,708 
                              Interest and dividends                                                                        440,133 
                              Shares of beneficial interest sold                                                            133,504 
                              ----------------------------------------------------------------------------------------------------- 
                              Other                                                                                         243,911 
                                                                                                                       ------------ 
                              Total assets                                                                              306,286,088 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Liabilities                   Payables and other liabilities:                                                                       
                              Investments purchased                                                                       1,852,737 
                              Shares of beneficial interest redeemed                                                        982,557 
                              Dividends and distributions                                                                   146,484 
                              Distribution and service plan fees--Note 4                                                    130,930 
                              Other                                                                                         409,156 
                                                                                                                       ------------ 
                              Total liabilities                                                                           3,521,864 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Assets                                                                                                             $302,764,224 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Composition of                Paid-in capital                                                                          $248,122,703 
                              ----------------------------------------------------------------------------------------------------- 
Net Assets                    Undistributed (overdistributed) net investment income                                         (69,749)
                              ----------------------------------------------------------------------------------------------------- 
                              Accumulated net realized gain (loss) from investment transactions                           3,285,347 
                              ----------------------------------------------------------------------------------------------------- 
                              Net unrealized appreciation (depreciation) on investments--Note 3                          51,425,923 
                                                                                                                       ------------ 
                              Net assets                                                                               $302,764,224 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Asset Value               Class A Shares:                                                                                       
Per Share                     Net  asset  value  and  redemption  price  per  share  (based  on net  assets of                      
                              $301,698,437 and 13,330,877 shares of beneficial  interest  outstanding)                       $22.63 
                              Maximum  offering price per share (net asset value plus sales charge of 5.75% of                      
                              offering price)                                                                                $24.01 

                              ----------------------------------------------------------------------------------------------------- 
                              Class C Shares:                                                                                       
                              Net asset value,  redemption  price and  offering  price per share (based on net                      
                              assets of $1,065,787  and 47,375  shares of  beneficial  interest  outstanding)                $22.50 


                           See accompanying Notes to Financial Statements.

       10  Oppenheimer Target Fund

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                              ----------------------------------------------------------------------------------------------------- 
                              Statement of Operations     For the Year Ended December 31, 1994                                      
                              ----------------------------------------------------------------------------------------------------- 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
Investment Income             Interest                                                                                $   1,583,627 
                              ----------------------------------------------------------------------------------------------------- 
                              Dividends                                                                                   4,540,238 
                                                                                                                      ------------- 
                              Total income                                                                                6,123,865 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Expenses                      Management fees--Note 4                                                                     2,475,491 
                              ----------------------------------------------------------------------------------------------------- 
                              Distribution and service plan fees:                                                                   
                              Class A--Note 4                                                                               325,662 
                              Class C--Note 4                                                                                 4,640 
                              ----------------------------------------------------------------------------------------------------- 
                              Transfer and shareholder servicing agent fees--Note 4                                         334,992 
                              ----------------------------------------------------------------------------------------------------- 
                              Shareholder reports                                                                           324,811 
                              ----------------------------------------------------------------------------------------------------- 
                              Trustees' fees and expenses                                                                   104,631 
                              ----------------------------------------------------------------------------------------------------- 
                              Custodian fees and expenses                                                                    51,086 
                              ----------------------------------------------------------------------------------------------------- 
                              Legal and auditing fees                                                                        41,829 
                              ----------------------------------------------------------------------------------------------------- 
                              Registration and filing fees:                                                                         
                              Class A                                                                                           826 
                              Class C                                                                                           375 
                              ----------------------------------------------------------------------------------------------------- 
                              Other                                                                                         119,641 
                                                                                                                      ------------- 
                              Total expenses                                                                              3,783,984 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Investment Income (Loss)                                                                                              2,339,881 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Realized and Unrealized       Net realized gain (loss) on investments                                                    38,815,275 
Gain (Loss) on Investments    ----------------------------------------------------------------------------------------------------- 
                              Net change in unrealized appreciation or depreciation on investments                      (40,560,449)
                                                                                                                      ------------- 
                              Net realized and unrealized gain (loss) on investments                                     (1,745,174)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Increase (Decrease) in Net Assets Resulting From Operations                                                       $     594,707 
                                                                                                                      ============= 


                           See accompanying Notes to Financial Statements.

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                              ----------------------------------------------------------------------------------------------------- 
                              Statements of Changes in Net Assets                                                                   
                              ----------------------------------------------------------------------------------------------------- 

                                                                                                         Year Ended December 31,    
                                                                                                         1994          1993         
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
Operations                    Net investment income (loss)                                               $  2,339,881  $  1,811,132 
                              ----------------------------------------------------------------------------------------------------- 
                              Net realized gain (loss) on investments                                      38,815,275     7,582,007 
                              ----------------------------------------------------------------------------------------------------- 
                              Net change in unrealized appreciation or depreciation on investments        (40,560,449)    3,927,425 
                                                                                                         ------------  ------------ 
                              Net increase (decrease) in net assets resulting from operations                 594,707    13,320,564 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Dividends and                 Dividends from net investment income:                                                                 
Distributions to              Class A ($.201 and $.12 per share, respectively)                             (2,361,728)   (1,693,272)
Shareholders                  Class C ($.085 and $.101 per share, respectively)                                (2,907)         (180)
                              ----------------------------------------------------------------------------------------------------- 
                              Distributions from net realized gain on investments:                                                  
                              Class A ($2.982 and $.398 per share, respectively)                          (35,048,552)   (5,616,693)
                              Class C ($2.982 and $.398 per share, respectively)                             (102,047)         (123)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Beneficial Interest           Net increase (decrease) in net assets resulting from                                                  
Transactions                  Class A beneficial interest transactions--Note 2                            (30,283,681)  (38,460,852)
                              ----------------------------------------------------------------------------------------------------- 
                              Net increase (decrease) in net assets resulting from                                                  
                              Class C beneficial interest transactions--Note 2                              1,154,378         8,135 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Assets                    Total increase (decrease)                                                   (66,049,830)  (32,442,421)
                              ----------------------------------------------------------------------------------------------------- 
                              Beginning of period                                                         368,814,054   401,256,475 
                                                                                                         ------------  ------------ 
                              End of period [including undistributed (overdistributed) net                                          
                              investment income of $(69,749) and $10,407, respectively]                  $302,764,224  $368,814,054 
                                                                                                         ============               
============                                                                                                                        


                           See accompanying Notes to Financial Statements.

       12  Oppenheimer Target Fund

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                              --------------------------------------------------------------------------------------------------   
                              Financial Highlights                                                                                 
                              --------------------------------------------------------------------------------------------------   

                   Class A                                                                                       Class C           
                   -------------------------------------------------------------------------------------------   ---------------   
                                                                                                                 Year Ended        
                   Year Ended December 31,                                                                       December 31,      
                   1994      1993     1992     1991(3) 1990      1989     1988     1987       1986(2)   1985(2)  1994(3) 1993(1)   
==========================================================                                                                         
==========================================================                                                                         
============                                                                                                                       
                                                                                                                                   
                                                                                                                                   
Per Share Operating Data:                                                                                                          
Net asset                                                                                                                          
 value, beginning                                                                                                                  
 of period          $ 25.72  $ 25.25  $ 23.76  $ 17.47 $ 18.26   $ 16.04  $ 12.38  $  20.49   $ 19.30   $ 15.16  $ 25.72 $25.92    
--------------------------------------------------------------------------------------------------------------------------------   
Income (loss)                                                                                                                      
 from investment                                                                                                                   
 operations:                                                                                                                       
Net investment                                                                                                                     
 income (loss)          .20      .13      .16      .27     .39       .59      .27       .17       .11       .41       --   (.01)   
Net realized                                                                                                                       
 and unrealized                                                                                                                    
 gain (loss)                                                                                                                       
 on investments        (.11)     .86     2.28     6.87    (.78)     2.34     3.74     (3.68)     1.46      4.05     (.15)   .31    
                    -------  -------  -------  ------- -------   -------  -------  --------   -------   -------  ------- ------    
Total income                                                                                                                       
 (loss) from                                                                                                                       
 investment                                                                                                                        
 operations             .09      .99     2.44     7.14    (.39)     2.93     4.01     (3.51)     1.57      4.46     (.15)   .30    

--------------------------------------------------------------------------------------------------------------------------------   
Dividends and                                                                                                                      
 distributions to                                                                                                                  
 shareholders:                                                                                                                     
Dividends from net                                                                                                                 
 investment income     (.20)    (.12)    (.17)    (.18)   (.40)     (.62)    (.26)     (.31)     (.38)     (.32)    (.09)  (.10)   
Distributions from                                                                                                                 
 net realized gain                                                                                                                 
 on investments       (2.98)    (.40)    (.78)    (.67)     --      (.09)    (.09)    (4.29)       --        --    (2.98)  (.40)   
                    -------  -------  -------  ------- -------   -------  -------  --------   -------   -------  ------- ------    
Total dividends and                                                                                                                
 distributions to                                                                                                                  
 shareholders         (3.18)    (.52)    (.95)    (.85)   (.40)     (.71)    (.35)    (4.60)     (.38)     (.32)   (3.07)  (.50)   
--------------------------------------------------------------------------------------------------------------------------------   
Net asset value,                                                                                                                   
 end of period      $ 22.63  $ 25.72  $ 25.25  $ 23.76 $ 17.47   $ 18.26  $ 16.04  $  12.38   $ 20.49   $ 19.30  $ 22.50 $25.72    
                    =======  =======  =======  ======= =======   =======                                                           
=======  ========   =======   =======  ======= ======                                                                              

==========================================================                                                                         
==========================================================                                                                         
============                                                                                                                       
Total Return,                                                                                                                      
 at Net Asset                                                                                                                      
 Value(4)               .46%    3.93%   10.27%   41.33%  (2.13)%   18.31%   32.39%   (17.95)%    8.28%    29.85%    (.50)%         
2.11%                                                                                                                              

==========================================================                                                                         
==========================================================                                                                         
============                                                                                                                       
Ratios/Supplemental                                                                                                                
 Data:                                                                                                                             
Net assets,                                                                                                                        
 end of period                                                                                                                     
 (in thousands)    $301,698 $368,806 $401,256 $369,351 $52,526   $66,050  $68,031   $60,888  $111,417  $118,244   $1,066           
   $8                                                                                                                              
--------------------------------------------------------------------------------------------------------------------------------   
Average net assets                                                                                                                 
 (in thousands)    $325,003 $383,875 $362,295 $209,596 $56,208   $70,874  $68,068  $107,475  $128,757  $130,925   $  467           
   $6                                                                                                                              
--------------------------------------------------------------------------------------------------------------------------------   
Number of shares                                                                                                                   
 outstanding at                                                                                                                    
 end of period                                                                                                                     
 (in thousands)      13,331   14,339   15,892   15,546   3,007     3,616    4,242     4,918     5,437     6,127       47     --    
--------------------------------------------------------------------------------------------------------------------------------   
Ratios to average                                                                                                                  
 net assets:                                                                                                                       
Net investment                                                                                                                     
 income (loss)          .72%     .47%     .69%    1.25%   2.08%     2.93%    1.64%      .60%      .36%     1.87%    (.02)%         
(.07)%(5)                                                                                                                          
Expenses               1.16%    1.07%    1.09%    1.17%   1.33%     1.27%    1.29%     1.16%     1.16%     1.17%    2.18%          
2.18%(5)                                                                                                                           
--------------------------------------------------------------------------------------------------------------------------------   
Portfolio turnover                                                                                                                 
 rate(6)               34.7%    22.9%    42.3%    65.6%   51.2%     68.3%   108.4%     95.1      69.9%    118.8%    34.7%          
22.9%                                                                                                                              

<FN>                                                                                                                               
                              1. For the period from December 1, 1993 (inception of offering) to December 31, 1993.                
                              2. During 1986 and 1985, the Fund had average monthly debt outstanding of $688,172 and $663,262,     
                              respectively; the average monthly number of shares outstanding for the years ended December 31, 1986 
                              and 1985 was 5,799,198 and 7,715,542, respectively, and the average monthly debt per share was $.12  
                              and $.09 for 1986 and 1985, respectively. The amount of debt outstanding at December 31, 1985 was    
                              $7,000,000.                                                                                          
                              3. Per share amounts calculated based on the weighted average number of shares outstanding during the
                              year.                                                                                                
                              4. 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.                                                
                              5. Annualized.                                                                                       
                              6. 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. Purchase and sales of investment securities (excluding short-term securities) for the   
                              year ended December 31, 1994 were $100,706,246 and $210,599,293, respectively.                       

                              See accompanying Notes to Financial Statements.                                                      

</FN>                                                                                                                              

      13 Oppenheimer Target Fund

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                              ------------------------------------------------------------------------------------------------------
                              Notes to Financial Statements                                                                         
                              ------------------------------------------------------------------------------------------------------

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
1. Significant                Oppenheimer Target Fund (the Fund) is registered under the Investment Company Act of 1940, as         
   Accounting Policies        amended, as a diversified, open-end management investment company. The Fund's investment              
advisor is                                                                                                                          
                              Oppenheimer Management Corporation (the Manager). The Fund offers both Class A and Class C shares.    
                              Class A shares are sold with a front-end sales charge. Class C shares may be subject to a contingent  
                              deferred sales charge. Both classes of shares have identical rights to earnings, assets and voting    
                              privileges, except that each class has its own distribution and/or service plan, expenses directly    
                              attributable to a particular class and exclusive voting rights with respect to matters affecting a    
                              single class. The following is a summary of significant accounting policies consistently followed by  
                              the Fund.                                                                                             

                              ------------------------------------------------------------------------------------------------------
                              Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York time) on each trading    
                              day. Listed and unlisted securities for which such information is regularly reported are valued at    
                              the last sale price of the day or, in the absence of sales, at values based on the closing bid or     
                              asked price or the last sale price on the prior trading day. Short-term debt securities having a      
                              remaining maturity of 60 days or less are valued at cost (or last determined market value) adjusted   
                              for amortization to maturity of any premium or discount. Securities for which market quotes are not   
                              readily available are valued under procedures established by the Board of Trustees to determine fair  
                              value in good faith.                                                                                  

                              ------------------------------------------------------------------------------------------------------
                              Repurchase Agreements. The Fund requires the custodian to take possession, to have legally segregated 
                              in the Federal Reserve Book Entry System or to have segregated within the custodian's vault, all      
                              securities held as collateral for repurchase agreements. The market value of the underlying           
                              securities is required to be at least 102% of the resale price at the time of purchase. If the seller 
                              of the agreement defaults and the value of the collateral declines, or if the seller enters an        
                              insolvency proceeding, realization of the value of the collateral by the Fund may be delayed or       
                              limited.                                                                                              

                              ------------------------------------------------------------------------------------------------------
                              Allocation of Income, Expenses and Gains and Losses. Income, expenses (other than those attributable  
                              to a specific class) and gains and losses are allocated daily to each class of shares based upon the  
                              relative proportion of net assets represented by such class. Operating expenses directly attributable 
                              to a specific class are charged against the operations of that class.                                 

                              ------------------------------------------------------------------------------------------------------
                              Federal Income Taxes. The Fund intends to continue to comply with provisions of the Internal Revenue  
                              Code applicable to regulated investment companies and to distribute all of its taxable income,        
                              including any net realized gain on investments not offset by loss carryovers, to shareholders.        
                              Therefore, no federal income tax provision is required.                                               

                              ------------------------------------------------------------------------------------------------------
                              Trustees' Fees and Expenses. The Fund has adopted a nonfunded retirement plan for the Fund's          
                              independent trustees. Benefits are based on years of service and fees paid to each trustee during the 
                              years of service. The accumulated liability for the Fund's projected benefit obligations was $99,350  
                              at December 31, 1994. No payments have been made under the plan.                                      

                              ------------------------------------------------------------------------------------------------------
                              Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the        
                              ex-dividend date.                                                                                     

                              ------------------------------------------------------------------------------------------------------
                              Change in Accounting Classification of Distributions to Shareholders. The character of the            
                              distributions made during the year from net investment income or net realized gains may differ from   
                              their ultimate characterization for federal income tax purposes. Also, due to timing of dividend      
                              distributions, the fiscal year in which amounts are distributed may differ from the year that the     
                              income or realized gain (loss) was recorded by the Fund. Effective January 1, 1994, the Fund adopted  
                              Statement of Position 93-2: Determination, Disclosure, and Financial Statement Presentation of        
                              Income, Capital Gain, and Return of Capital Distributions by Investment Companies. As a result, the   
                              Fund changed the classification of distributions to shareholders to better disclose the differences   
                              between financial statement amounts and distributions determined in accordance with income tax        
                              regulations. Accordingly, subsequent to December 31, 1993, amounts have been reclassified to reflect  
                              a decrease in paid-in capital of $115,983, a decrease in undistributed net investment income of       
                              $55,402, and an increase in accumulated net realized gain on investments of $171,385.                 


      14 Oppenheimer Target Fund

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                              ------------------------------------------------------------------------------------------------------

                              ------------------------------------------------------------------------------------------------------

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
1. Significant                Other. Investment transactions are accounted for on the date the investments are purchased or sold    
   Accounting Policies        (trade date) and dividend income is recorded on the ex-dividend date. Realized gains and losses on    
   (continued)                investments and unrealized appreciation and depreciation are determined on an identified cost basis,  
                              which is the same basis used for federal income tax purposes.                                         

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
2. Shares of                  The Fund has authorized an unlimited number of no par value shares of beneficial interest.            
   Beneficial Interest        Transactions in shares of beneficial interest were as follows:                                        


                                                                       Year Ended December 31, 1994  Year Ended December 31, 1993(1)
                                                                       ----------------------------  -------------------------------
                                                                       Shares      Amount            Shares       Amount            
                              ------------------------------------------------------------------------------------------------------
                                                                                                                                    
                              Class A:                                                                                              
                              Sold                                      1,091,689  $  27,823,899       2,339,461  $  58,420,529     
                              Dividends and distributions reinvested    1,592,900     35,776,790         264,070      6,749,613     
                              Redeemed                                 (3,693,115)   (93,884,370)     (4,156,612)  (103,630,994)    
                                                                       ----------  -------------      ----------  -------------     
                              Net decrease                             (1,008,526) $ (30,283,681)     (1,553,081) $ (38,460,852)    
                                                                       ==========  =============                                    
==========  =============                                                                                                           

                              ------------------------------------------------------------------------------------------------------
                              Class C:                                                                                              
                              Sold                                         65,435  $   1,619,304             310  $       8,000     
                              Dividends and distributions reinvested        4,518        100,882               5            135     
                              Redeemed                                    (22,893)      (565,808)             --             --     
                                                                       ----------  -------------      ----------  -------------     
                              Net increase                                 47,060  $   1,154,378             315         $8,135     
                                                                       ==========  =============                                    
==========  =============                                                                                                           

                              1. For the year ended December 31, 1993 for Class A shares and for the period from December 1, 1993   
                              (inception of offering) to December 31, 1993 for Class C shares.                                      

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
3. Unrealized Gains and       At December 31, 1994, net unrealized appreciation on investments of $51,425,923 was composed          
of gross                                                                                                                            
   Losses on Investments      appreciation of $60,340,978, and gross depreciation of $8,915,055.                                    

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
4. Management Fees            Prior to July 1, 1994, management fees paid to the Manager were in accordance with the                
investment                                                                                                                          
   And Other Transactions     advisory agreement with the Fund which provided for an annual fee of .80% on the first $200           
million                                                                                                                             
   With Affiliates            of net assets, .75% on the next $200 million, .69% on the next $200 million, .66% on the next $200    
                              million and .60% on net assets in excess of $800 million. Under the terms of the agreement, the       
                              annual fees on the first and second $200 million of net assets decreased to .75% and .72%,            
                              respectively, on July 1, 1994. The Manager has agreed to reimburse the Fund if aggregate expenses     
                              (with specified exceptions) exceed the most stringent applicable regulatory limit on Fund expenses.   

                                   For the year ended December 31, 1994, commissions (sales charges paid by investors) on sales of  
                              Class A shares totaled $351,806, of which $141,646 was retained by Oppenheimer Funds Distributor,     
                              Inc. (OFDI), a subsidiary of the Manager, as general distributor, and by an affiliated broker/dealer. 
                              During the year ended December 31, 1994, OFDI received contingent deferred sales charges of $1,185    
                              upon redemption of Class C shares, as reimbursement for sales commissions advanced by OFDI at the     
                              time of sale of such shares.                                                                          

                                   Oppenheimer Shareholder Services (OSS), a division of the Manager, is the transfer and           
                              shareholder servicing agent for the Fund, and for other registered investment companies. OSS's total  
                              costs of providing such services are allocated ratably to these companies.                            

                                   Under separate approved plans, each class may expend up to .25% of its net assets annually to    
                              reimburse OFDI for costs incurred in connection with the personal service and maintenance of accounts 
                              that hold shares of the Fund (prior to July 1, 1994, reimbursements were made with respect to shares  
                              sold subsequent to March 31, 1991 for Class A), including amounts paid to brokers, dealers, banks and 
                              other institutions. In addition, Class C shares are subject to an asset-based sales charge of .75% of 
                              net assets annually, to reimburse OFDI for sales commissions paid from its own resources at the time  
                              of sale and associated financing costs. In the event of termination or discontinuance of the Class C  
                              plan, the Board of Trustees may allow the Fund to continue payment of the asset-based charge to OFDI  
                              for distribution expenses incurred on Class C shares sold prior to termination or discontinuance of   
                              the plan. During the year ended December 31, 1994, OFDI paid $33,166 to an affiliated broker/dealer   
                              as reimbursement for Class A personal service and maintenance expenses and retained $4,642 as         
                              reimbursement for Class C sales commissions and service fee advances, as well as financing costs      


      15 Oppenheimer Target Fund

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                              ------------------------------------------------------------------------------------------------------
                              Independent Auditors' Report                                                                          
                              ------------------------------------------------------------------------------------------------------

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
                              The Board of Trustees and Shareholders of Oppenheimer Target Fund:                                    

                              We have audited the accompanying statements of investments and assets and liabilities of Oppenheimer  
                              Target Fund as of December 31, 1994, and the related statement of operations for the year then ended, 
                              the statements of changes in net assets for each of the years in the two-year period then ended and   
                              the financial highlights for each of the years in the ten-year period then ended. These financial     
                              statements and financial highlights are the responsibility of the Fund's management. Our              
                              responsibility is to express an opinion on these financial statements and financial highlights based  
                              on our audits.                                                                                        

                                   We conducted our audits 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 and financial highlights 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 December 31, 1994, by      
                              correspondence with the custodian and brokers; and where confirmations were not received from         
                              brokers, we performed other auditing procedures. An audit also includes assessing the accounting      
                              principles used and significant estimates made by management, as well as evaluating the overall       
                              financial statement presentation. We believe that our audits provide a reasonable basis for our       
                              opinion.                                                                                              

                                   In our opinion, the financial statements and financial highlights referred to above present      
                              fairly, in all material respects, the financial position of Oppenheimer Target Fund as of December    
                              31, 1994, the results of its operations for the year then ended, the changes in its net assets for    
                              each of the years in the two-year period then ended, and the financial highlights for each of the     
                              years in the ten-year period then ended, in conformity with generally accepted accounting principles. 

                              KPMG Peat Marwick LLP                                                                                 

                              Denver, Colorado                                                                                      
                              January 23, 1995                                                                                      


      16 Oppenheimer Target Fund

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                              ------------------------------------------------------------------------------------------------------
                              Federal Income Tax Information (Unaudited)                                                            
                              ------------------------------------------------------------------------------------------------------

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
                              In early 1995, shareholders will receive information regarding all dividends and distributions paid   
                              to them by the Fund during calendar year 1994. Regulations of the U.S. Treasury Department require    
                              the Fund to report this information to the Internal Revenue Service. A distribution of $2.982 per     
                              share was paid on December 19, 1994, which was designated as a "capital gain distribution" for        
                              federal income tax purposes. Whether received in stock or cash, the capital gain distribution should  
                              be treated by shareholders as a gain from the sale of capital assets held for more than one year      
                              (long-term capital gains).                                                                            

                                   Dividends paid by the Fund during the fiscal year ended December 31, 1994 which are not          
                              designated as capital gain distributions should be multiplied by 100% to arrive at the net amount     
                              eligible for the corporate dividend-received deduction.                                               

                                   The foregoing information is presented to assist shareholders in reporting distributions         
                              received from the Fund to the Internal Revenue Service. Because of the complexity of the federal      
                              regulations which may affect your individual tax return and the many variations in state and local    
                              tax regulations, we recommend that you consult your tax advisor for specific guidance.                


      17 Oppenheimer Target Fund

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                              ------------------------------------------------------------------------------------------------------
                              Oppenheimer Target Fund                                                                               
                              ------------------------------------------------------------------------------------------------------

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
                                                                                                                                    
Officers and Trustees         Leon Levy, Chairman of the Board of Trustees                                                          
                              Leo Cherne, Trustee                                                                                   
                              Robert G. Galli, Trustee                                                                              
                              Benjamin Lipstein, Trustee                                                                            
                              Elizabeth B. Moynihan, Trustee                                                                        
                              Kenneth A. Randall, Trustee                                                                           
                              Edward V. Regan, Trustee                                                                              
                              Russell S. Reynolds, Jr., Trustee                                                                     
                              Sidney M. Robbins, Trustee                                                                            
                              Donald W. Spiro, Trustee and President                                                                
                              Pauline Trigere, Trustee                                                                              
                              Clayton K. Yeutter, Trustee                                                                           
                              Robert C. Doll, Jr., Vice President                                                                   
                              George C. Bowen, Treasurer                                                                            
                              Robert J. Bishop, Assistant Treasurer                                                                 
                              Scott Farrar, Assistant Treasurer                                                                     
                              Andrew J. Donohue, Secretary                                                                          
                              Robert G. Zack, Assistant Secretary                                                                   

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Investment Advisor            Oppenheimer Management Corporation                                                                    

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Distributor                   Oppenheimer Funds Distributor, Inc.                                                                   

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Transfer and Shareholder      Oppenheimer Shareholder Services                                                                      
Servicing Agent                                                                                                                     

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Custodian of                  The Bank of New York                                                                                  
Portfolio Securities                                                                                                                

==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Independent Auditors          KPMG Peat Marwick LLP                                                                                 
==========================================================                                                                          
==========================================================                                                                          
============                                                                                                                        
Legal Counsel                 Gordon Altman Butowsky Weitzen Shalov & Wein                                                          

                              This is a copy of a report to shareholders of Oppenheimer Target Fund. This report must be preceded   
                              or accompanied by a Prospectus of Oppenheimer Target Fund. For material information concerning the    
                              Fund, see the Prospectus.                                                                             


      18 Oppenheimer Target Fund

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OppenheimerFunds Family                                                         

                 OppenheimerFunds offers over 35 funds designed to
                   fit virtually every investment goal. Whether you're
                      investing for retirement, your children's education or
                        tax-free income, we have the funds to help you seek your
objective.                      

                          When you invest with OppenheimerFunds, you can
                      feel comfortable knowing that you are investing with a
                     respected financial institution with over 30 years of
                      experience in helping people just like you reach their
                      financial goals. And you're investing with a leader in
              global, growth stock and flexible fixed income
                       investments--with over 1.8 million shareholder accounts
                        and more than $29 billion under Oppenheimer's management
and that of our affiliates.     

                              As an OppenheimerFunds shareholder, you can easily
                      exchange shares of eligible funds of the same class by
                       mail or by telephone for a small administrative fee.(1)
                        For more information on OppenheimerFunds, please contact
                       your financial advisor or call us at 1-800-525-7048 for
                        a prospectus. You may also write us at the address shown
                        on the back cover. As always, please read the prospectus
carefully before you invest.    

Stock Funds             Discovery Fund                               Global Fund
                        Global Emerging Growth Fund(2)          Oppenheimer Fund
                        Time Fund                               Value Stock Fund
                        Target Fund                 Gold & Special Minerals Fund
Growth Fund(3)                  

Stock & Bond Funds      Main Street Income & Growth Fund      Equity Income Fund
                        Total Return Fund                  Asset Allocation Fund
Global Growth & Income Fund     

Bond Funds              High Yield Fund         Strategic Short-Term Income Fund
                        Champion High Yield Fund      Investment Grade Bond Fund
                        Strategic Income & Growth Fund      Mortgage Income Fund
                        Strategic Income Fund              U.S. Government Trust
 Strategic Diversified Income Fund
Limited-Term Government Fund    
    Strategic Investment Grade Bond Fund

Tax-Exempt Funds       New York Tax-Exempt Fund(4) New Jersey Tax-Exempt Fund(4)
                      California Tax-Exempt Fund(4)         Tax-Free Bond Fund
Pennsylvania Tax-Exempt Fund(4)   
Insured Tax-Exempt Bond Fund      
Florida Tax-Exempt Fund(4)        
Intermediate Tax-Exempt Bond Fund 

Money Market Funds     Money Market Fund                          Cash Reserves 

                    1. The fee is waived for PhoneLink exchanges between
                     existing accounts. Exchange privileges are subject to
change or termination.          

                       2. Formerly Global Bio-Tech Fund and Global Environment
Fund.                           

3. Formerly Special Fund.       

               4. Available only to residents of those states.

                     OppenheimerFunds are distributed by Oppenheimer Funds
                    Distributor, Inc., Two World Trade Center, New York,
NY 10048-0203.                  
      (Copyright) Copyright 1995 Oppenheimer
            Management Corporation. All rights reserved.

19 Oppenheimer Target Fund                                                      

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"How may I help you?"                                                           

As an OppenheimerFunds shareholder, some special privileges are available to    
you. Whether it's automatic investment plans, informative newsletters and       
hotlines, or ready account access, you can benefit from services designed to    
make investing simple.                                                          

         And when you need help, our Customer Service Representatives are only a
toll-free phone call away. They can provide information about your account and  
handle administrative requests. You can reach them at our General Information   
number.                                                                         

      When you want to make a transaction, you can do it easily by calling
our toll-free Telephone Transactions number. And, by enrolling in AccountLink, a
convenient service that "links" your OppenheimerFunds accounts and your bank    
checking or savings account, you can use the Telephone Transactions number to   
make investments.                                                               

For added convenience, you can get automated information with 
OppenheimerFunds PhoneLink service, available 24 hours a day, 7 days a week.    
PhoneLink gives you access to a variety of fund, account, and market            
information. It also gives you the ability to make transactions using your      
touch-tone phone. Of course, you can always speak with a Customer Service       
Representative during business hours.                                           

  You can count on us whenever you need assistance. That's why the
International Customer Service Association, an independent, non-profit          
organization made up of over 3,200 customer service management professionals    
from around the country, honored the OppenheimerFunds' transfer agent,          
Oppenheimer Shareholder Services, with their Award of Excellence in 1993.       

So call us today--we're here to help.                         

Information                                                                     

General Information                                                             
Monday-Friday 8:30 a.m.-8 p.m. ET                                               
Saturday 10 a.m.-2 p.m. ET                                                      
1-800-525-7048                                                                  

Telephone Transactions                                                          
Monday-Friday 8:30 a.m.-8 p.m. ET                                               
1-800-852-8457                                                                  

Jennifer Leonard, Customer Service Representative                               
Oppenheimer Shareholder Services                                                

PhoneLink                                                                       
24 hours a day, automated                                                       
information and transactions                                                    
1-800-533-3310                                                                  

Telecommunications Device                                                       
for the Deaf (TDD)                                                              
Monday-Friday 8:30 a.m.-8 p.m. ET                                               
1-800-843-4461                                                                  

OppenheimerFunds                                                                
Information Hotline                                                             
24 hours a day, timely and insightful messages                                  
on the economy and issues that affect your investments                          
1-800-835-3104                                                                  

RA0320.001.0295                                                                 

[logo] OppenheimerFunds                                                         
Oppenheimer Funds Distributor, Inc.                                             
P.O. Box 5270                                                                   
Denver, CO 80217-5270                                                           

Bulk Rate                                                                       
U.S. Postage                                                                    
PAID                                                                            
Permit No. 314                                                                  
Farmingdale, NY                                                                 

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OPPENHEIMER TIME FUND                                                           
ANNUAL REPORT JUNE 30, 1994                                                     

(OPPENHEIMERFUNDS(R) LOGO)                                                      

[PHOTO #1 -- SEE EDGAR APPENDIX]                                                

" COLLEGE AND RETIREMENT ARE FAR IN THE FUTURE FOR US. BUT I KNOW I NEED TO     
START PLANNING TODAY.                                                           

"I CHOSE THIS FUND BECAUSE IT INVESTS IN THE KINDS OF STOCKS THAT OFFER STRONG  
POTENTIAL FOR LONG-TERM GROWTH."                                                

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2
FUND FACTS                                                                      

IN THIS REPORT:                                                                 

ANSWERS TO TWO                                                                  
TIMELY QUESTIONS                                                                
YOU SHOULD ASK YOUR                                                             
FUND'S MANAGERS.                                                                

* DID THE FEDERAL RESERVE'S MOVES                                               
TO RAISE SHORT-TERM INTEREST RATES AFFECT                                       
THE FUND?                                                                       

* WHAT'S THE NEAR-TERM OUTLOOK FOR THE STOCKS                                   
OF MID-SIZE GROWTH COMPANIES?                                                   

FACTS EVERY SHAREHOLDER SHOULD KNOW ABOUT 
OPPENHEIMER TIME FUND                     
------------------------------------------------------------------------------  

1                  The Fund seeks capital appreciation from a diversified       
     portfolio of growth-type companies. Its current
       strategy focuses on successful medium-size growth
            companies, special situations and cyclical industries.

------------------------------------------------------------------------------  
2                  Total return at net asset value for the 12-month period      
ended June 30, 1994 was -3.40%.(1)        

------------------------------------------------------------------------------  
3                  Average annual total returns for the 1-, 5-, and 10-year     
     periods ended June 30, 1994 were -8.95%, 5.68%,
and 12.54%, respectively.(2)              

------------------------------------------------------------------------------  
4                  Top five stock holdings on June 30, 1994 were:(3)            

ADVANTA CORP. CL. B.                      
LDDS COMMUNICATIONS, INC., CL. B.         
CUC INTERNATIONAL, INC.                   
NIKE, INC., CI.B.                         
FEDERAL EXPRESS CORP.                     

------------------------------------------------------------------------------  
5                  "The stocks of growth companies like those in which Time     
     Fund invests have outperformed the stock market
                 as a whole by a wide margin over the long term. While these
              stocks can be more volatile than those issued by bigger,
                 "blue-chip" companies, the potential rewards are greater as
           well. Recognizing that, and despite recent short-term
                setbacks, we have not changed our investment strategies or
approaches at all."                       

                                   Portfolio Manager Paul LaRocco, June 30, 1994

(1) Based on the change in net asset value per share from 6/30/93 to 6/30/94,   
without deducting any sales charges.                                            

(2) Average annual total returns are based on a hypothetical investment held    
until 6/30/94, after deducting the current maximum initial sales charge of      
5.75% on 6/30/93, 6/30/89, 6/30/84, and 6/30/79, respectively. The Fund's       
maximum sales charge rate was higher during a portion of some of the periods    
shown, and performance will be affected by that change.                         

(3) The Fund's portfolio is subject to change.                                  

All figures assume reinvestment of dividends and capital gains distributions.   
Past performance is not indicative of future results. Investment return and     
principal value on an investment in the Fund will fluctuate so that an          
investor's shares, when redeemed, may be worth more or less than the original   
cost.                                                                           

2        Oppenheimer Time Fund                                                  

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REPORT TO SHAREHOLDERS                                                          

ABOVE-AVERAGE                                                                   
LONG-TERM                                                                       
PERFORMANCE                                                                     

Average annual total returns                                                    
for the 15-year period ended                                                    
June 30, 1994                                                                   
----------------------------                                                    
Oppenheimer           14.31%                                                    
Time Fund(4)                                                                    
----------------------------                                                    
Lipper capital        13.66%                                                    
appreciation funds                                                              
average(5)                                                                      

The past six months was one of the most challenging periods for mid-size        
company stocks that we've seen in recent years.                                 

Challenges stemmed almost entirely from the Federal Reserve's 
preemptive strike against inflation in an economy poised for powerful           
expansion. From early February through mid-May, the Fed raised short-term       
interest rates four times, and as rates rose, they took a toll on growth        
stocks.                                                                         

        In your managers' view, this setback is likely to prove temporary. The
Fed's moves seem to have had their hoped-for effects: inflation remains under   
control, economic growth has slowed to a gradual, sustainable rate, and         
interest rates are still low by historical standards.                           

      In other words, the fundamentals for strong growth-stock performance
remain very much in place. And as a result of several steps taken over the past 
several months, your Fund is well positioned to benefit when stocks resume      
their advance.                                                                  

     Over the last six months, your managers took profits in a number of
companies whose stock prices seemed stretched in relation to their projected    
earnings.                                                                       

The proceeds from those sales were used to purchase shares of 
companies posting strong sales and earnings growth today, and positioned to     
benefit from the improving economy.                                             

       Many purchases focused on companies that are benefiting from pick-ups
in business spending, such as Birmingham Steel and Federal Express. Others      
involved companies benefiting from stronger consumer confidence and spending,   
including Nike, Brunswick Corporation, and fast-growing credit card companies   
including Advanta and First USA.                                                

        All of these purchases reinforced rather than altered the Fund's basic
investment themes and strategies, and reflected your managers' continuing       
emphasis on firms with established market positions, strong managements, and    
the potential for above-average earnings growth.                                

   Looking ahead, the prospects for the Fund remain promising. While
day-to-day market volatility may be greater than has been seen in the past, the 
economy is growing at a gradual, low-inflation rate, and well-managed companies 
are posting encouraging gains in market share and profits.                      

       We appreciate the trust you have placed in Oppenheimer Time Fund, and
we look forward to helping you meet your investment goals in the future.        

/s/ DONALD W. SPIRO                                                             
-------------------                                                             
Donald W. Spiro                                                                 
President, Oppenheimer Time Fund                                                
July 22, 1994                                                                   

(4) See footnote 2, page 2.                                                     

(5) Source of data:  Lipper Analytical Services, Inc., an independent mutual    
fund monitoring service, 6/30/94. The Lipper total return average for the 15    
years ended 6/30/94 was for 31 capital appreciation funds. The average is shown 
for comparative purposes only. Lipper performance rankings do not take sales    
charges into consideration.                                                     

3        Oppenheimer Time Fund                                                  

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STATEMENT OF INVESTMENTS  June 30, 1994                                         

                                                        [Enlarge/Download Table]

                                                                                                        FACE        MARKET VALUE
                                                                                                        AMOUNT      SEE NOTE 1  
==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
                                                                                                                                
REPURCHASE AGREEMENTS--19.2%                                                                                                    
--------------------------------------------------------------------------------------------------------------------------------
                            Repurchase agreement with First Chicago Capital Markets, 4.22%,                                     
                            dated 6/30/94, to be repurchased at $61,907,256 on 7/1/94,                                          
                            collateralized by U.S. Treasury Nts., 3.875%-9.25%, 12/31/94-11/30/98,                              
                            with a value of $44,997,687 and U.S. Treasury Bills, 0%, 6/29/95,                                   
                            with a value of $18,163,596 (Cost $61,900,000)                              $61,900,000  $61,900,000

==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
CORPORATE BONDS AND NOTES--1.3%                                                                                                 
--------------------------------------------------------------------------------------------------------------------------------
                            Solectron Corp., 0%, Liq. Yld. Opt. Sub. Nts., 5/5/12 (Cost $4,107,535)       8,000,000    4,340,000

                                                                                                              UNITS             
==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
INDEXED INSTRUMENTS--0.1%                                                                                                       
--------------------------------------------------------------------------------------------------------------------------------
                            Nikkei Index, Opts.(1) (Cost $585,000)                                            1,000      396,000

==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
RIGHTS, WARRANTS AND CERTIFICATES--0.0%                                                                                         
--------------------------------------------------------------------------------------------------------------------------------
                            Windmere Corp. Wts., Exp. 1/98(1)                                                 4,727             
                            ----------------------------------------------------------------------------------------------------
                            XOMA Corp. Wts., Exp. 6/95(1)                                                     5,511          276
                                                                                                                      ----------
                            Total Rights, Warrants and Certificates (Cost $1,378)                                            276

                                                                                                             SHARES             
==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
PREFERRED STOCKS--1.4%                                                                                                          
--------------------------------------------------------------------------------------------------------------------------------
                            Sunamerica, Inc., Cv Depositary Shares (Cost $3,380,000)                        260,000    4,420,000

==========================================================                                                                      
==========================================================                                                                      
============                                                                                                                    
COMMON STOCKS--79.6%                                                                                                            
--------------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS--2.4%                                                                                                           
--------------------------------------------------------------------------------------------------------------------------------
CHEMICALS--1.2%             Geon Co. (The)                                                                   70,000    1,820,000
                            ----------------------------------------------------------------------------------------------------
                            Georgia Gulf Corp.(1)                                                            55,000    1,883,750
                                                                                                                      ----------
                                                                                                                       3,703,750

--------------------------------------------------------------------------------------------------------------------------------
METALS: DIVERSIFIED--1.2%   Birmingham Steel Corp.                                                          145,000    3,915,000
--------------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS--33.5%                                                                                                       
--------------------------------------------------------------------------------------------------------------------------------
AIRLINES--2.0%              Atlantic Southeast Airlines, Inc.                                               140,000    3,395,000
                            ----------------------------------------------------------------------------------------------------
                            Southwest Airlines Co.                                                          120,000    3,135,000
                                                                                                                      ----------
                                                                                                                       6,530,000

--------------------------------------------------------------------------------------------------------------------------------
AUTO PARTS: AFTER                                                                                                               
 MARKET--2.4%               AutoZone, Inc.(1)                                                               240,000    5,850,000
                            ----------------------------------------------------------------------------------------------------
                            Lear Seating Corp.(1)                                                           100,000    1,837,500
                                                                                                                      ----------
                                                                                                                       7,687,500

--------------------------------------------------------------------------------------------------------------------------------
BROADCAST MEDIA--3.1%       Comcast Corp., Cl. A Special                                                    160,000    2,880,000
                            ----------------------------------------------------------------------------------------------------
                            Grupo Televisa SA, ADS(2)                                                        75,000    3,806,250
                            ----------------------------------------------------------------------------------------------------
                            IDB Communications Group, Inc.(1)                                               353,000    3,265,250
                                                                                                                      ----------
                                                                                                                       9,951,500

--------------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT--1.7%         Carnival Corp., Cl. A                                                            58,000    2,566,500
                            ----------------------------------------------------------------------------------------------------
                            Mirage Resorts, Inc.(1)                                                         150,000    2,812,500
                                                                                                                      ----------
                                                                                                                       5,379,000

4        Oppenheimer Time Fund                                                  

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                                                        [Enlarge/Download Table]

                                                                                                                 MARKET VALUE
                                                                                                 SHARES          SEE NOTE 1  
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
HOTELS/MOTELS--1.3%         Promus Cos., Inc. (The)(1)                                               137,000      $ 4,058,625
-----------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD FURNISHINGS       Heilig-Meyers Co.                                                         80,000        2,170,000
AND APPLIANCES--2.7%        -------------------------------------------------------------------------------------------------
                            Rhodes, Inc.(1)                                                           85,000        1,360,000
                            -------------------------------------------------------------------------------------------------
                            Sunbeam-Oster Co., Inc.                                                  260,000        5,200,000
                                                                                                                  -----------
                                                                                                                    8,730,000

-----------------------------------------------------------------------------------------------------------------------------
LEISURE TIME--2.9%          Brunswick Corp.                                                          150,000        3,300,000
                            -------------------------------------------------------------------------------------------------
                            Caesar's World, Inc.(1)                                                   90,000        3,262,500
                            -------------------------------------------------------------------------------------------------
                            International Game Technology                                            140,000        2,642,500
                                                                                                                  -----------
                                                                                                                    9,205,000

-----------------------------------------------------------------------------------------------------------------------------
RESTAURANTS--1.3%           Brinker International, Inc.(1)                                            98,000        2,058,000
                            -------------------------------------------------------------------------------------------------
                            Shoney's, Inc.(1)                                                        145,000        2,211,250
                                                                                                                  -----------
                                                                                                                    4,269,250

-----------------------------------------------------------------------------------------------------------------------------
RETAIL: SPECIALTY--7.3%     AnnTaylor Stores, Inc.(1)                                                 45,000        1,726,875
                            -------------------------------------------------------------------------------------------------
                            Blockbuster Entertainment Corp.                                          135,000        3,493,125
                            -------------------------------------------------------------------------------------------------
                            CML Group, Inc.                                                          119,000        1,398,250
                            -------------------------------------------------------------------------------------------------
                            General Nutrition Cos., Inc.(1)                                          115,200        1,987,200
                            -------------------------------------------------------------------------------------------------
                            Intelligent Electronics, Inc.                                             65,000          983,125
                            -------------------------------------------------------------------------------------------------
                            Lowe's Cos., Inc.                                                         82,000        2,808,500
                            -------------------------------------------------------------------------------------------------
                            Office Depot, Inc.(1)                                                    150,000        3,000,000
                            -------------------------------------------------------------------------------------------------
                            Spiegel, Inc., Cl. A                                                     140,000        2,660,000
                            -------------------------------------------------------------------------------------------------
                            Staples, Inc.(1)                                                          70,000        1,890,000
                            -------------------------------------------------------------------------------------------------
                            Viking Office Products, Inc.(1)                                          140,000        3,500,000
                                                                                                                  -----------
                                                                                                                   23,447,075

-----------------------------------------------------------------------------------------------------------------------------
RETAIL STORES:              Dollar General Corp.                                                     145,000        3,625,000
DEPARTMENT STORES--3.3%     -------------------------------------------------------------------------------------------------
                            Kohl's Corp.(1)                                                           42,000        1,974,000
                            -------------------------------------------------------------------------------------------------
                            Nordstrom, Inc.                                                          120,000        5,100,000
                                                                                                                  -----------
                                                                                                                   10,699,000

-----------------------------------------------------------------------------------------------------------------------------
SHOES--2.0%                 Nike, Inc., Cl. B                                                        105,000        6,273,750
-----------------------------------------------------------------------------------------------------------------------------
TEXTILES: APPAREL           Cintas Corp.                                                             140,000        4,585,000
MANUFACTURERS--3.5%         -------------------------------------------------------------------------------------------------
                            Phillips-Van Heusen Corp.                                                 80,000        2,010,000
                            -------------------------------------------------------------------------------------------------
                            Tommy Hilfiger Corp.(1)                                                  118,200        4,698,450
                                                                                                                  -----------
                                                                                                                   11,293,450

-----------------------------------------------------------------------------------------------------------------------------
CONSUMER NON-CYCLICALS--6.6%                                                                                                 
-----------------------------------------------------------------------------------------------------------------------------
DRUGS--1.9%                 R.P. Scherer Corp.(1)                                                    116,000        3,828,000
                            -------------------------------------------------------------------------------------------------
                            Roberts Pharmaceutical Corp.(1)                                          115,000        2,386,250
                                                                                                                  -----------
                                                                                                                    6,214,250

-----------------------------------------------------------------------------------------------------------------------------
HEALTHCARE:                 Elan Corp. PLC(1)                                                        100,000        3,475,000
MISCELLANEOUS--3.5%         -------------------------------------------------------------------------------------------------
                            Genentech, Inc.(1)                                                        75,000        3,693,750
                            -------------------------------------------------------------------------------------------------
                            Health Care and Retirement Corp.(1)                                      160,000        3,960,000
                                                                                                                  -----------
                                                                                                                   11,128,750

5        Oppenheimer Time Fund                                                  

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STATEMENT OF INVESTMENTS (Continued)                                            

                                                        [Enlarge/Download Table]

                                                                                                                        MARKET VALUE
                                                                                                        SHARES          SEE NOTE 1  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
HOSPITAL MANAGEMENT--1.2%   Clinicorp, Inc.(1)                                                               50,000      $     7,815
                            --------------------------------------------------------------------------------------------------------
                            Clinicorp, Inc.(1)(2)                                                           128,300           19,045
                            --------------------------------------------------------------------------------------------------------
                            Lincare Holdings, Inc.(1)                                                       120,000        2,325,000
                            --------------------------------------------------------------------------------------------------------
                            Quorum Health Group, Inc.(1)                                                     87,000        1,522,500
                                                                                                                         -----------
                                                                                                                           3,874,360

------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL--8.3%                                                                                                                     
------------------------------------------------------------------------------------------------------------------------------------
BROKERS/DEALERS--0.4%       Partnerre Holdings Ltd.                                                          58,000        1,174,500
------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL SERVICES:         Advanta Corp., Cl. B                                                            220,000        7,095,000
MISCELLANEOUS--5.0%         --------------------------------------------------------------------------------------------------------
                            First USA, Inc.                                                                 155,000        5,948,125
                            --------------------------------------------------------------------------------------------------------
                            Green Tree Financial Corp.                                                       55,000        3,080,000
                                                                                                                         -----------
                                                                                                                          16,123,125

------------------------------------------------------------------------------------------------------------------------------------
INSURANCE: LIFE--1.3%       Bankers Life Holding Corp.                                                       50,000        1,006,250
                            Equitable of Iowa Cos., Inc.                                                     40,000        1,265,000
                            --------------------------------------------------------------------------------------------------------
                            Mid Atlantic Medical Services, Inc.(1)                                           43,000        1,913,500
                                                                                                                         -----------
                                                                                                                           4,184,750

------------------------------------------------------------------------------------------------------------------------------------
INSURANCE: PROPERTY AND     Mid Ocean Ltd.(1)                                                                90,500                 
2,273,812                                                                                                                           
CASUALTY--0.7%                                                                                                                      
------------------------------------------------------------------------------------------------------------------------------------
MAJOR BANKS:                                                                                                                        
 REGIONAL--0.9%             First Interstate Bancorp                                                         40,000        3,080,000
------------------------------------------------------------------------------------------------------------------------------------
INDUSTRIAL--8.5%                                                                                                                    
------------------------------------------------------------------------------------------------------------------------------------
BUILDING MATERIALS                                                                                                                  
 GROUP--0.3%                Martin Marietta Materials, Inc.(1)                                               50,000        1,100,000
------------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL SERVICES--0.6%   Manpower, Inc.                                                                   85,000                 
1,785,000                                                                                                                           
------------------------------------------------------------------------------------------------------------------------------------
CONGLOMERATES--1.8%         Grupo Carso SA, ADS(1)(2)                                                       315,000                 
5,681,843                                                                                                                           
------------------------------------------------------------------------------------------------------------------------------------
MANUFACTURING: DIVERSIFIED  Stewart & Stevenson Services, Inc.                                              100,000                 
4,150,000                                                                                                                           
INDUSTRIALS--2.9%           --------------------------------------------------------------------------------------------------------
                            Trinity Industries, Inc.                                                        147,500        5,180,937
                                                                                                                         -----------
                                                                                                                           9,330,937

------------------------------------------------------------------------------------------------------------------------------------
RAILROADS--1.0%             Southern Pacific Rail Corp.(1)                                                  168,000        3,297,000
------------------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION:             Federal Express Corp.(1)                                                         80,000        5,970,000
MISCELLANEOUS--1.9%                                                                                                                 
------------------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY--19.8%                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------------
COMPUTER SOFTWARE AND       CUC International, Inc.(1)                                                      240,000                 
6,420,000                                                                                                                           
SERVICES--10.3%             --------------------------------------------------------------------------------------------------------
                            Cadence Design Systems, Inc.(1)                                                 220,000        3,685,000
                            --------------------------------------------------------------------------------------------------------
                            Danka Business System PLC, Sponsored ADR                                         39,000        1,555,125
                            --------------------------------------------------------------------------------------------------------
                            EMC Corp.(1)                                                                    370,000        4,995,000
                            --------------------------------------------------------------------------------------------------------
                            First Financial Management Corp.                                                 70,000        3,885,000
                            --------------------------------------------------------------------------------------------------------
                            Oracle Systems Corp.(1)                                                         120,000        4,500,000
                            --------------------------------------------------------------------------------------------------------
                            Pyxis Corp.(1)                                                                  210,000        3,990,000
                            --------------------------------------------------------------------------------------------------------
                            Reynolds & Reynolds Co., Cl. A                                                   75,000        1,734,375
                            --------------------------------------------------------------------------------------------------------
                            Sybase, Inc.(1)                                                                  49,000        2,401,000
                                                                                                                         -----------
                                                                                                                          33,165,500

6        Oppenheimer Time Fund                                                  

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                                                        [Enlarge/Download Table]

                                                                                                                       MARKET VALUE 
                                                                                                       SHARES          SEE NOTE 1   
----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                    
COMPUTER SYSTEMS--3.7%      Cabletron Systems, Inc.(1)                                                      23,000     $            
2,222,375                                                                                                                           
                            ------------------------------------------------------------------------------------------------------- 
                            First Data Corp.                                                               125,000        5,171,875 
                            ------------------------------------------------------------------------------------------------------- 
                            Sensormatic Electronics Corp.                                                  160,000        4,600,000 
                                                                                                                       ------------ 
                                                                                                                         11,994,250 

----------------------------------------------------------------------------------------------------------------------------------- 
ELECTRONICS:                American Power Conversion Corp.(1)                                              65,000        1,048,125 
INSTRUMENTATION--3.0%       ------------------------------------------------------------------------------------------------------- 
                            Analog Devices, Inc.(1)                                                         32,000          920,000 
                            ------------------------------------------------------------------------------------------------------- 
                            Linear Technology Corp.                                                         45,500        2,002,000 
                            ------------------------------------------------------------------------------------------------------- 
                            Molex, Inc., Cl. A                                                             155,000        5,696,250 
                                                                                                                       ------------ 
                                                                                                                          9,666,375 

----------------------------------------------------------------------------------------------------------------------------------- 
ELECTRONICS:                Applied Materials, Inc.(1)                                                      50,000        2,137,500 
SEMICONDUCTORS--0.7%                                                                                                                
----------------------------------------------------------------------------------------------------------------------------------- 
TELECOMMUNICATIONS--2.1%    LDDS Communications, Inc., Cl. A(1)                                            381,774                  
 6,681,045                                                                                                                          
----------------------------------------------------------------------------------------------------------------------------------- 
UTILITIES--0.5%                                                                                                                     
----------------------------------------------------------------------------------------------------------------------------------- 
NATURAL GAS--0.5%           Equitable Resources, Inc.                                                       45,000        1,546,875 
                                                                                                                       ------------ 
                            Total Common Stocks (Cost $222,610,897)                                                     255,552,772 

----------------------------------------------------------------------------------------------------------------------------------- 
TOTAL INVESTMENTS, AT VALUE (COST $292,584,810)                                                              101.6%                 
326,609,048                                                                                                                         
----------------------------------------------------------------------------------------------------------------------------------- 
LIABILITIES IN EXCESS OF OTHER ASSETS                                                                         (1.6)      (5,072,922)

NET ASSETS                                                                                                   100.0%    $321,536,126 

          (1) Non-income producing security.

                       (2) Restricted security--See Note 6 of Notes to
     Financial Statements.

                       See accompanying Notes to Financial Statements.

7        Oppenheimer Time Fund                                                  

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STATEMENT OF ASSETS AND LIABILITIES  June 30, 1994                              

                                                        [Enlarge/Download Table]
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
ASSETS                      Investments, at value (cost $292,584,810)--see accompanying statement                      $326,609,048 
                            ------------------------------------------------------------------------------------------------------- 
                            Cash                                                                                            776,689 
                            ------------------------------------------------------------------------------------------------------- 
                            Receivables:                                                                                            
                            Investments sold                                                                              3,127,502 
                            Shares of beneficial interest sold                                                              106,582 
                            Dividends and interest                                                                           45,403 
                            ------------------------------------------------------------------------------------------------------- 
                            Other                                                                                            96,951 
                                                                                                                       ------------ 
                            Total assets                                                                                330,762,175 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
LIABILITIES                 Options written, at value (premiums received $206,111)--                                                
                            see accompanying statement--Note 4                                                              215,325 
                            ------------------------------------------------------------------------------------------------------- 
                            Payables and other liabilities:                                                                         
                            Investments purchased                                                                         7,011,815 
                            Shares of beneficial interest redeemed                                                        1,768,741 
                            Service plan fees--Note 5                                                                        57,084 
                            Other                                                                                           173,084 
                                                                                                                       ------------ 
                            Total liabilities                                                                             9,226,049 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
NET ASSETS                                                                                                             $321,536,126 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
COMPOSITION OF              Paid-in capital                                                                            $256,898,698 
NET ASSETS                  ------------------------------------------------------------------------------------------------------- 
                            Undistributed net investment loss                                                              (105,145)
                            ------------------------------------------------------------------------------------------------------- 
                            Accumulated net realized gain from investment and written option transactions                30,727,549 
                            ------------------------------------------------------------------------------------------------------- 
                            Net unrealized appreciation on investments and options written--Note 3                       34,015,024 
                                                                                                                       ------------ 
                            Net assets--applicable to 20,814,080 shares of beneficial interest outstanding             $321,536,126 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                                                                      
    $15.45                                                                                                                          

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
MAXIMUM OFFERING PRICE PER SHARE (net asset value plus sales charge of 5.75% of offering price)                                     
        $16.39                                                                                                                      

See accompanying Notes to Financial Statements.                                 

8        Oppenheimer Time Fund                                                  

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STATEMENT OF OPERATIONS  For the Year Ended June 30, 1994                       

                                                        [Enlarge/Download Table]
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
INVESTMENT INCOME           Interest                                                                                   $  1,554,492 
                            ------------------------------------------------------------------------------------------------------- 
                            Dividends                                                                                     1,273,807 
                                                                                                                       ------------ 
                            Total income                                                                                  2,828,299 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
EXPENSES                    Management fees--Note 5                                                                       2,848,414 
                            ------------------------------------------------------------------------------------------------------- 
                            Transfer and shareholder servicing agent fees--Note 5                                           270,842 
                            ------------------------------------------------------------------------------------------------------- 
                            Service plan fees--Note 5                                                                       241,045 
                            ------------------------------------------------------------------------------------------------------- 
                            Shareholder reports                                                                              84,568 
                            ------------------------------------------------------------------------------------------------------- 
                            Legal and auditing fees                                                                          59,469 
                            ------------------------------------------------------------------------------------------------------- 
                            Trustees' fees and expenses                                                                      53,169 
                            ------------------------------------------------------------------------------------------------------- 
                            Custodian fees and expenses                                                                      30,053 
                            ------------------------------------------------------------------------------------------------------- 
                            Other                                                                                            68,737 
                                                                                                                       ------------ 
                            Total expenses                                                                                3,656,297 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
NET INVESTMENT LOSS                                                                                                        (827,998)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
REALIZED AND UNREALIZED     Net realized gain (loss) from:                                                                          
GAIN (LOSS) ON INVESTMENTS  Investments                                                                                  40,977,001 
AND OPTIONS WRITTEN         Closing of option contracts written--Note 4                                                  (1,931,520)
                                                                                                                       ------------ 
                            Net realized gain                                                                            39,045,481 

                            ------------------------------------------------------------------------------------------------------- 
                            Net change in unrealized appreciation or depreciation on investments and options written    (45,046,554)
                                                                                                                       ------------ 
                            Net realized and unrealized loss on investments and options written                          (6,001,073)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                                
   $(6,829,071)                                                                                                                     
                                                                                                                       ============ 

                       See accompanying Notes to Financial Statements.

9        Oppenheimer Time Fund                                                  

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STATEMENTS OF CHANGES IN NET ASSETS                                             

                                                        [Enlarge/Download Table]

                                                                                                 YEAR ENDED JUNE 30,                
                                                                                                 1994                  1993         
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
OPERATIONS                  Net investment income (loss)                                         $   (827,998)         $     48,866 
                            ------------------------------------------------------------------------------------------------------- 
                            Net realized gain on investments and options written                   39,045,481            17,485,143 
                            ------------------------------------------------------------------------------------------------------- 
                            Net change in unrealized appreciation or                                                                
                            depreciation on investments and options written                       (45,046,554)           49,454,166 
                                                                                                 ------------          ------------ 
                            Net increase (decrease) in net assets resulting from operations        (6,829,071)           66,988,175 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
DIVIDENDS AND               Dividends from net investment income ($.054 per share)                         --                       
(1,210,998)                                                                                                                         
DISTRIBUTIONS TO            ------------------------------------------------------------------------------------------------------- 
SHAREHOLDERS                Dividends in excess of net investment income ($.002 per share)            (47,909)                      
   --                                                                                                                               
                            ------------------------------------------------------------------------------------------------------- 
                            Distributions from net realized gain on investments and                                                 
                            options written ($1.226 and $.792 per share, respectively)            (25,770,289)          (17,728,325)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
BENEFICIAL INTEREST         Net decrease in net assets resulting from beneficial                                                    
TRANSACTIONS                interest transactions                                                 (16,255,516)           (7,584,627)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
NET ASSETS                  Total increase (decrease)                                             (48,902,785)           40,464,225 
                            ------------------------------------------------------------------------------------------------------- 
                            Beginning of year                                                     370,438,911           329,974,686 
                                                                                                -------------         ------------- 
                            End of year (including (accumulated net investment loss)                                                
                            undistributed net investment income of ($105,145) and                                                   
                            $336,671, respectively)                                              $321,536,126          $370,438,911 
                                                                                                =============                       
=============                                                                                                                       

                       See accompanying Notes to Financial Statements.

10       Oppenheimer Time Fund                                                  

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FINANCIAL HIGHLIGHTS                                                            

                                                        [Enlarge/Download Table]

                                          YEAR ENDED JUNE 30,                                      
                                          1994        1993         1992         1991        1990   
==========================================================                                         
========================================                                                           
                                                                                                   
PER SHARE OPERATING DATA:                                                                          
Net asset value, beginning of year        $17.06      $14.84       $14.37       $16.71      $17.38 
-------------------------------------------------------------------------------------------------- 
Income (loss) from investment                                                                      
operations:                                                                                        
Net investment income                         --(1)       --(1)       .14          .40         .54 
Net realized and unrealized                                                                        
gain(loss) on investments and                                                                      
options written                             (.38)       3.06         1.24         (.25)        .62 
                                          ------      ------       ------       ------      ------ 
Total income (loss) from                                                                           
investment operations                       (.38)       3.06         1.38          .15        1.16 

-------------------------------------------------------------------------------------------------- 

Dividends and distributions to                                                                     
shareholders:                                                                                      
Dividends from net investment income          --        (.05)        (.22)        (.52)       (.51)
Dividends in excess of net                                                                         
investment income                             --(1)       --           --           --          -- 
Distributions from net realized                                                                    
gain on investments and options                                                                    
written                                    (1.23)       (.79)        (.69)       (1.97)      (1.32)
                                          ------      ------       ------       ------      ------ 
Total dividends and distributions                                                                  
to shareholders                            (1.23)       (.84)        (.91)       (2.49)      (1.83)
-------------------------------------------------------------------------------------------------- 
Net asset value, end of year              $15.45      $17.06       $14.84       $14.37      $16.71 
                                          ======      ======       ======       ======      ====== 

==========================================================                                         
========================================                                                           
TOTAL RETURN, AT NET ASSET                                                                         
VALUE(2)                                   (3.40)%     20.95%        9.28%        2.46%       6.91%

==========================================================                                         
========================================                                                           
RATIOS/SUPPLEMENTAL DATA:                                                                          
Net assets, end of                                                                                 
year (in thousands)                     $321,536    $370,439     $329,975     $309,390    $335,026 
-------------------------------------------------------------------------------------------------- 
Average net assets (in                                                                             
thousands)                              $387,363    $358,834     $358,097     $310,040    $328,266 
-------------------------------------------------------------------------------------------------- 
Number of shares outstanding                                                                       
at end of year (in thousands)             20,814      21,710       22,242       21,526      20,050 
-------------------------------------------------------------------------------------------------- 
Ratios to average net assets:                                                                      
Net investment income (loss)                (.21)%       .01%         .80%        2.48%       3.12%
Expenses                                     .94%       1.00%         .96%         .96%        .94%
-------------------------------------------------------------------------------------------------- 
Portfolio turnover rate(3)                  62.7%       61.7%        86.3%       107.5%      115.7%

                                                        [Enlarge/Download Table]

                                            YEAR ENDED JUNE 30,                                    
                                            1989        1988         1987        1986       1985   
==========================================================                                         
========================================                                                           
                                                                                                   
PER SHARE OPERATING DATA:                                                                          
Net asset value, beginning of year         $15.50      $20.59       $20.15      $14.17      $12.00 
-------------------------------------------------------------------------------------------------- 
Income (loss) from investment                                                                      
operations:                                                                                        
Net investment income                         .48         .30          .15         .22         .33 
Net realized and unrealized                                                                        
gain(loss) on investments and                                                                      
options written                              2.35        (.99)        2.60        6.17        2.50 
                                           ------      ------       ------      ------      ------ 
Total income (loss) from                                                                           
investment operations                        2.83        (.69)        2.75        6.39        2.83 

-------------------------------------------------------------------------------------------------- 

Dividends and distributions to                                                                     
shareholders:                                                                                      
Dividends from net investment income         (.42)       (.27)        (.23)       (.31)       (.21)
Dividends in excess of net                                                                         
investment income                              --          --           --          --          -- 
Distributions from net realized                                                                    
gain on investments and options                                                                    
written                                      (.53)      (4.13)       (2.08)       (.10)       (.45)
                                           ------      ------       ------      ------      ------ 
Total dividends and distributions                                                                  
to shareholders                              (.95)      (4.40)       (2.31)       (.41)       (.66)
-------------------------------------------------------------------------------------------------- 
Net asset value, end of year               $17.38      $15.50       $20.59      $20.15      $14.17 
                                           ======      ======       ======      ======      ====== 

==========================================================                                         
========================================                                                           
TOTAL RETURN, AT NET ASSET                                                                         
VALUE(2)                                    19.48%      (2.79)%      16.31%      46.39%      25.01%

==========================================================                                         
========================================                                                           
RATIOS/SUPPLEMENTAL DATA:                                                                          
Net assets, end of                                                                                 
year (in thousands)                      $319,789    $318,293     $347,503    $301,887    $222,423 
-------------------------------------------------------------------------------------------------- 
Average net assets (in                                                                             
thousands)                               $294,079    $311,729     $292,151    $239,231    $194,346 
-------------------------------------------------------------------------------------------------- 
Number of shares outstanding                                                                       
at end of year (in thousands)              18,401      20,539       16,877      14,981      15,693 
-------------------------------------------------------------------------------------------------- 
Ratios to average net assets:                                                                      
Net investment income (loss)                 2.74%       1.83%         .85%       1.42%       2.60%
Expenses                                     1.00%        .97%         .94%        .96%        .95%
-------------------------------------------------------------------------------------------------- 
Portfolio turnover rate(3)                   67.4%      102.6%        47.0%      106.7%      175.8%

1. Less than $.005 per share.                                                   

2. Assumes a hypothetical initial investment on the business day before the     
first day of the fiscal year, 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 year. Sales charges are 
not reflected in the total returns.                                             

3. The lesser of purchases or sales of portfolio securities for a year, divided 
by the monthly average of the market value of portfolio securities owned during 
the year. 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 June 30, 1994 were $214,351,214 and $270,797,541, respectively.      

See accompanying Notes to Financial Statements.                                 

11       Oppenheimer Time Fund                                                  

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NOTES TO FINANCIAL STATEMENTS                                                   

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================                                                                                                                    
                                                                                                                                    
1. SIGNIFICANT                    Oppenheimer Time Fund (the Fund) is registered under the Investment Company Act of 1940,          
as                                                                                                                                  
   ACCOUNTING POLICIES            amended, as a diversified, open-end management investment company. The Fund's                     
investment                                                                                                                          
                                  advisor is Oppenheimer Management Corporation (the Manager). The following is a summary of        
                                  significant accounting policies consistently followed by the Fund.                                

                                  --------------------------------------------------------------------------------------------------
                                  INVESTMENT VALUATION. Portfolio securities are valued at 4:00 p.m. (New York time) on each        
                                  trading day. Listed and unlisted securities for which such information is regularly reported are  
                                  valued at the last sale price of the day or, in the absence of sales, at values based on the      
                                  closing bid or asked price or the last sale price on the prior trading day. Long-term debt        
                                  securities are valued by a portfolio pricing service approved by the Board of Trustees. Long-term 
                                  debt securities which cannot be valued by the approved portfolio pricing service are valued by    
                                  averaging the mean between the bid and asked prices obtained from two active market makers in such
                                  securities. Short-term debt securities having a remaining maturity of 60 days or less are valued  
                                  at cost (or last determined market value) adjusted for amortization to maturity of any premium or 
                                  discount. Securities for which market quotes are not readily available are valued under procedures
                                  established by the Board of Trustees to determine fair value in good faith. An option is valued   
                                  based upon the last sales price on the principal exchange on which the option is traded or, in the
                                  absence of any transactions that day, the value is based upon the last sale on the prior trading  
                                  date if it is within the spread between the closing bid and asked prices. If the last sale price  
                                  is outside the spread, the closing bid or asked price closest to the last reported sale price is  
                                  used.                                                                                             

                                  --------------------------------------------------------------------------------------------------
                                  REPURCHASE AGREEMENTS. The Fund requires the custodian to take possession, to have legally        
                                  segregated in the Federal Reserve Book Entry System or to have segregated within the custodian's  
                                  vault, all securities held as collateral for repurchase agreements. If the seller of the agreement
                                  defaults and the value of the collateral declines, or if the seller enters an insolvency          
                                  proceeding, realization of the value of the collateral by the Fund may be delayed or limited.     

                                  --------------------------------------------------------------------------------------------------
                                  OPTIONS WRITTEN. The Fund may write covered call and put options. When an option is written,      
                                  the Fund receives a premium and becomes obligated to sell the underlying security at a fixed      
                                  price, upon exercise of the option. In writing an option, the Fund bears the market risk of an    
                                  unfavorable change in the price of the security underlying the written option. Exercise of an     
                                  option written by the Fund could result in the Fund selling or purchasing a security at a price   
                                  different from the current market value. All securities covering call options written are held in 
                                  escrow by the custodian bank and the Fund maintains liquid assets sufficient to cover written put 
                                  options in the event of exercise by the holder.                                                   

                                  --------------------------------------------------------------------------------------------------
                                  FEDERAL INCOME TAXES. The Fund intends to continue to comply with provisions of the Internal      
                                  Revenue Code applicable to regulated investment companies and to distribute all of its taxable    
                                  income, including any net realized gain on investments not offset by loss carryovers, to          
                                  shareholders. Therefore, no federal income tax provision is required.                             

                                  --------------------------------------------------------------------------------------------------
                                  TRUSTEES' FEES AND EXPENSES. The Fund has adopted a nonfunded retirement plan for the             
Fund's                                                                                                                              
                                  independent trustees. Benefits are based on years of service and fees paid to each trustee during 
                                  the years of service. During the year ended June 30, 1994, a provision of $18,391 was made for the
                                  Fund's projected benefit obligations, resulting in an accumulated liability of $117,741 at June   
                                  30, 1994. No payments have been made under the plan.                                              

                                  --------------------------------------------------------------------------------------------------
                                  DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders are recorded           
on                                                                                                                                  
                                  the ex-dividend date.                                                                             

                                  --------------------------------------------------------------------------------------------------
                                  CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective July 1,                         
1993, the Fund                                                                                                                      
                                  adopted Statement of Position 93-2:  Determination, Disclosure, and Financial Statement           
                                  Presentation of Income, Capital Gain, and Return of Capital Distributions by Investment Companies.
                                  As a result, the Fund changed the classification of distributions to shareholders to better       
                                  disclose the differences between financial statement amounts and distributions determined in      
                                  accordance with income tax regulations. Accordingly, subsequent to June 30, 1993, amounts have    
                                  been reclassified to reflect a decrease in paid-in capital of $35,773, a decrease in undistributed
                                  net investment loss of $390,026, and an increase in undistributed capital gain on investments of  
                                  $425,799. During the year ended June 30, 1994, Time Fund generated a net operating loss. As a     
                                  result, in accordance with Statement of Position 93-2, paid-in capital was reduced by $809,607,   
                                  and undistributed net investment loss was increased by the same amount.                           


12       Oppenheimer Time Fund                                                  

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================                                                                                                                   
                                                                                                                                   
1. SIGNIFICANT ACCOUNTING         OTHER. Investment transactions are accounted for on the date the investments are                 
purchased or                                                                                                                       
   POLICIES (CONTINUED)           sold (trade date) and dividend income is recorded on the ex-dividend date. Discount on           
                                  securities purchased is amortized over the life of the respective securities, in accordance with 
                                  federal income tax requirements. Realized gains and losses on investments and unrealized         
                                  appreciation and depreciation are determined on an identified cost basis, which is the same basis
                                  used for federal income tax purposes.                                                            

==========================================================                                                                         
==========================================================                                                                         
================                                                                                                                   
2. SHARES OF                      The Fund has authorized an unlimited number of no par value shares of beneficial interest.       
   BENEFICIAL INTEREST            Transactions in shares of beneficial interest were as follows:                                   

                                                        [Enlarge/Download Table]

                                                                    YEAR ENDED JUNE 30, 1994             YEAR ENDED JUNE 30, 1993   
                                                                    ----------------------------       -----------------------------
                                                                    SHARES           AMOUNT            SHARES          AMOUNT       

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                  Sold                               3,714,136       $ 65,700,854      3,409,926       $55,175,337  
                                  Dividends and distributions                                                                       
                                   reinvested                        1,329,264         24,485,036      1,111,804        18,044,576  
                                  Redeemed                          (5,939,332)      (106,441,406)    (5,053,807)      (80,804,540) 
                                                                    ----------       ------------     ----------       -----------  
                                  Net increase (decrease)             (895,932)      $(16,255,516)      (532,077)      $(7,584,627) 
                                                                    ==========       ============                                   
==========       ===========                                                                                                        

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==========================================================                                                       
================                                                                                                 
                                                                                                                 
3. UNREALIZED GAINS AND           At June 30, 1994, net unrealized appreciation on investments of $34,015,024 was
composed of gross                                                                                                
   LOSSES ON INVESTMENTS          appreciation of $46,435,098, and gross depreciation of $12,420,074.            
==========================================================                                                       
==========================================================                                                       
================                                                                                                 
4. CALL OPTION ACTIVITY           Call option activity for the year ended June 30, 1994 was as follows:          

                                                        [Enlarge/Download Table]

                                                                            NUMBER              AMOUNT OF  
                                                                            OF OPTIONS          PREMIUMS   
             --------------------------------------------------------------------------------------------- 
                                                                                                           
             Options outstanding at June 30, 1993                                  --           $        --
             Options written                                                      594               206,111
             Options cancelled in closing                                                                  
             purchase transactions                                                 --                    --
                                                                           ----------           -----------
             Options outstanding at June 30, 1994                                 594              $206,111
                                                                           ==========                      
===========                                                                                                

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================                                                                                                                    
                                                                                                                                    
5. MANAGEMENT FEES                Management fees paid to the Manager were in accordance with the investment advisory               
agreement                                                                                                                           
   AND OTHER TRANSACTIONS         with the Fund which provides for an annual fee of .75% on the first $200 million                  
of net                                                                                                                              
   WITH AFFILIATES                assets with a reduction of .03% on each $200 million thereafter to $800 million, and .60%         
on net                                                                                                                              
                                  assets in excess of $800 million. The Manager has agreed to reimburse the Fund if aggregate       
                                  expenses (with specified exceptions) exceed the most stringent applicable regulatory limit on Fund
                                  expenses.                                                                                         

                                           For the year ended June 30, 1994, commissions (sales charges paid by investors) on       
                                  sales of Fund shares totaled $629,755, of which $168,109 was retained by Oppenheimer Funds        
                                  Distributor, Inc. (OFDI), a subsidiary of the Manager, as general distributor, and by an          
                                  affiliated broker-dealer.                                                                         

                                           Oppenheimer Shareholder Services (OSS), a division of the Manager, is the transfer and   
                                  shareholder servicing agent for the Fund, and for other registered investment companies.          
                                  OSS's total costs of providing such services are allocated ratably to these companies.            

                                           Under an approved service plan, the Fund may expend up to .25% of its net assets         
                                  annually to reimburse OFDI for costs incurred in connection with the personal service and         
                                  maintenance of accounts that hold shares of the Fund (prior to July 1, 1994, reimbursements were  
                                  made with respect to shares sold subsequent to April 1, 1991), including amounts paid to brokers, 
                                  dealers, banks and other institutions. During the year ended June 30, 1994, OFDI paid $4,498 to an
                                  affiliated broker/dealer as reimbursement for personal service and maintenance expenses.          

13       Oppenheimer Time Fund                                                  

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NOTES TO FINANCIAL STATEMENTS (Continued)                                       

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================                                                                                                                    
                                                                                                                                    
6. RESTRICTED SECURITIES          The Fund owns securities purchased in private placement transactions, without                     
registration under                                                                                                                  
                                  the Securities Act of 1993 (the Act). The securities are valued under methods approved by         
                                  the Board of Trustees as reflecting fair value. The Fund intends to invest no more than 10% of its
                                  net assets (determined at the time of purchase) in restricted and illiquid securities, excluding  
                                  securities eligible for resale pursuant to Rule 144A of the Act that are determined to be liquid  
                                  by the Board of Trustees or by the Manager under Board-approved guidelines. Restricted and        
                                  illiquid securities amount to $19,045, or 0% of the Fund's net assets, at June 30, 1994.          

                                                        [Enlarge/Download Table]

                                                                                       VALUATION     
                                                                                       PER UNIT AS OF
      SECURITY                                 ACQUISITION DATE  COST PER UNIT         JUNE 30,      
1994                                                                                                 
      ---------------------------------------------------------------------------------------------- 
                                                                                                     
      Clinicorp, Inc.                                  3/23/93         $ 5.50              $ 0.15    
      ---------------------------------------------------------------------------------------------- 
      Grupo Carso SA, ADS                      9/24/91-1/26/93         $ 9.48              $18.04    
      ---------------------------------------------------------------------------------------------- 
      Grupo Televisa SA, ADS                  12/9/91-12/11/91         $26.45              $50.75    

14       Oppenheimer Time Fund                                                  

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INDEPENDENT AUDITORS' REPORT                                                    

The Board of Trustees and Shareholders of Oppenheimer Time Fund:                

We have audited the accompanying statements of investments and assets and       
liabilities of Oppenheimer Time Fund as of June 30, 1994, and the related       
statement of operations for the year then ended, the statements of changes in   
net assets for each of the years in the two-year period then ended and the      
financial highlights for each of the years in the ten-year period then ended.   
These financial statements and financial highlights are the responsibility of   
the Fund's management. Our responsibility is to express an opinion on these     
financial statements and financial highlights based on our audits.              

        We conducted our audits 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 and financial       
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements and financial highlights. Our procedures included confirmation of    
securities owned as of June 30, 1994, by correspondence with the custodian and  
brokers; and where confirmations were not received from brokers, we performed   
other auditing procedures. An audit also includes assessing the accounting      
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

   In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial       
position of Oppenheimer Time Fund as of June 30, 1994, the results of its       
operations for the year then ended, the changes in its net assets for each of   
the years in the two-year period then ended, and the financial highlights for   
each of the years in the ten-year period then ended, in conformity with         
generally accepted accounting principles.                                       

KPMG PEAT MARWICK LLP                                                           

Denver, Colorado                                                                
July 22, 1994                                                                   

15       Oppenheimer Time Fund                                                  

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FEDERAL INCOME TAX INFORMATION  (Unaudited)                                     

In early 1995, shareholders will receive information regarding all dividends    
and distributions paid to them by the Fund during calendar year 1994.           
Regulations of the U.S. Treasury Department require the Fund to report this     
information to the Internal Revenue Service.                                    

      A distribution of $1.228 per share was paid on December 30, 1993, of
which $1.226 was designated as a "capital gain distribution" for federal income 
tax purposes. Whether received in stock or cash, the capital gain distribution  
should be treated by shareholders as a gain from the sale of capital assets     
held for more than one year (long-term capital gains).                          

     None of the dividends paid by the Fund during the fiscal year ended
June 30, 1994 are eligible for the corporate dividend-received deduction.       

  The foregoing information is presented to assist shareholders in
reporting distributions received from the Fund to the Internal Revenue Service. 
Because of the complexity of the federal regulations which may affect your      
individual tax return and the many variations in state and local tax            
regulations, we recommend that you consult your tax advisor for specific        
guidance.                                                                       

16       Oppenheimer Time Fund                                                  

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OPPENHEIMER TIME FUND                                                           

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================                                                                                                            
                                                                                                                            
OFFICERS AND TRUSTEES             Leon Levy, Chairman of the Board of Trustees                                              
                                  Leo Cherne, Trustee                                                                       
                                  Edmund T. Delaney, Trustee                                                                
                                  Robert G. Galli, Trustee                                                                  
                                  Benjamin Lipstein, Trustee                                                                
                                  Elizabeth B. Moynihan, Trustee                                                            
                                  Kenneth A. Randall, Trustee                                                               
                                  Edward V. Regan, Trustee                                                                  
                                  Russell S. Reynolds, Jr., Trustee                                                         
                                  Sidney M. Robbins, Trustee                                                                
                                  Donald W. Spiro, Trustee and President                                                    
                                  Pauline Trigere, Trustee                                                                  
                                  Clayton K. Yeutter, Trustee                                                               
                                  Paul LaRocco, Assistant Vice President                                                    
                                  George C. Bowen, Treasurer                                                                
                                  Robert J. Bishop, Assistant Treasurer                                                     
                                  Scott Farrar, Assistant Treasurer                                                         
                                  Andrew J. Donohue, Secretary                                                              
                                  Robert G. Zack, Assistant Secretary                                                       

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
INVESTMENT ADVISOR                Oppenheimer Management Corporation                                                        

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
DISTRIBUTOR                       Oppenheimer Funds Distributor, Inc.                                                       

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
TRANSFER AND SHAREHOLDER          Oppenheimer Shareholder Services                                                          
SERVICING AGENT                                                                                                             

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
CUSTODIAN OF                      The Bank of New York                                                                      
PORTFOLIO SECURITIES                                                                                                        

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
INDEPENDENT AUDITORS              KPMG Peat Marwick LLP                                                                     

==========================================================                                                                  
==========================================================                                                                  
================                                                                                                            
LEGAL COUNSEL                     Gordon Altman Butowsky Weitzen Shalov & Wein                                              

                                  This is a copy of a report to shareholders of Oppenheimer Time Fund. This report must be  
                                  preceded or accompanied by a Prospectus of Oppenheimer Time Fund. For material information
                                  concerning the Fund, see the Prospectus.                                                  

17       Oppenheimer Time Fund                                                  

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THE FAMILY OF OPPENHEIMERFUNDS                                                  

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================                                                                                                                  
                                                                                                                                  
                                  OppenheimerFunds offers over 30 mutual funds designed to fit virtually every investment         
                                  goal. Whether you're investing for retirement, your children's education, or tax-free income, we
                                  have the mutual funds to help you seek your objective.                                          

                                          When you invest with OppenheimerFunds, you can feel comfortable knowing that you are    
                                  investing with a respected financial institution with over 30 years of experience in helping    
                                  people just like you reach their financial goals. And you're investing with a leader in global, 
                                  growth stock, and flexible fixed income investments--with over 1.8 million shareholder accounts 
                                  and more than $26 billion under Oppenheimer's management and that of our affiliates.            

                                          As an OppenheimerFunds shareholder, you can easily exchange shares of eligible funds of 
                                  the same class by mail or by telephone for a small administrative fee.(1) For more              
                                  information on OppenheimerFunds, please contact your financial advisor or call us at            
                                  1-800-525-7048 for a prospectus.  You may also write us at the address shown on the back cover. 
As                                                                                                                                
                                  always, please read the prospectus carefully before you invest.                                 

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
SPECIALTY STOCK FUND              Gold & Special Minerals Fund                                                                    

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
STOCK FUNDS                       Discovery Fund                            Global Fund                                           
                                  Time Fund                                 Oppenheimer Fund                                      
                                  Target Fund                               Value Stock Fund                                      
                                  Special Fund                                                                                    

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
STOCK AND BOND FUNDS              Main Street Income & Growth Fund          Equity Income Fund                                    
                                  Total Return Fund                         Asset Allocation Fund                                 
                                  Global Growth & Income Fund                                                                     

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
BOND FUNDS                        High Yield Fund                           Strategic Short-Term Income Fund                      
                                  Champion High Yield Fund                  Investment Grade Bond Fund                            
                                  Strategic Income & Growth Fund            Mortgage Income Fund                                  
                                  Strategic Income Fund                     U.S. Government Trust                                 
                                  Strategic Diversified Income Fund         Limited-Term Government Fund(2)                       
                                  Strategic Investment Grade Bond Fund                                                            

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
TAX-EXEMPT FUNDS                  New York Tax-Exempt Fund(3)               New Jersey Tax-Exempt Fund(3)                         
                                  California Tax-Exempt Fund(3)             Tax-Free Bond Fund                                    
                                  Pennsylvania Tax-Exempt Fund(3)           Insured Tax-Exempt Bond Fund                          
                                  Florida Tax-Exempt Fund(3)                Intermediate Tax-Exempt Bond Fund                     

==========================================================                                                                        
==========================================================                                                                        
================                                                                                                                  
MONEY MARKET FUNDS                Money Market Fund                         Cash Reserves                                         

                                 (1) The fee is waived for PhoneLink exchanges
                               between existing accounts. Exchange
                               privileges are subject to change or
        termination.

                            (2) Formerly Government Securities Fund.

                            (3) Available only to residents of those
   states.
                               OppenheimerFunds are distributed by
                                Oppenheimer Funds Distributor, Inc.,
                                     Two World Trade Center, New York, NY 1004
                                  8-0203. (C) Copyright 1994 Oppenheimer
                              Management Corporation. All rights
     reserved.

18       Oppenheimer Time Fund                                                  

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"HOW MAY I HELP YOU?"                                                           

[PHOTO #2 -- SEE EDGAR APPENDIX]                                                

"Just as OppenheimerFunds offers over 30 different mutual funds designed to     
help meet virtually every investment need, Oppenheimer Shareholder Services     
offers a variety of services to satisfy your individual needs. Whenever you     
require help, we're only a toll- free phone call away.                          

                    "For personalized assistance and account information, call
our General Information number to speak with our knowledgeable Customer Service 
Representatives and get the help you need.                                      

                    "When you want to make account transactions, it's easy for
you to redeem shares, exchange shares, or conduct AccountLink transactions,     
simply by calling our Telephone Transactions number.                            

                  "And for added convenience, OppenheimerFunds' PhoneLink,
an automated voice response system is available 24 hours a day, 7 days a week.  
PhoneLink gives you access to a variety of fund, account, and market            
information. You can even make purchases, exchanges and redemptions using your  
touch-tone phone. Of course, PhoneLink will always give you the option to speak 
with a Customer Service Representative during the hours shown to the left.      

               "When you invest in OppenheimerFunds, you know you'll
receive a high level of customer service. The International Customer Service    
Association knows it, too, as it awarded Oppenheimer Shareholder Services a     
1993 Award of Excellence for consistently demonstrating superior customer       
service.                                                                        

           "Whatever your needs, we're ready to assist you."

(1993 AWARD OF EXCELLENCE INTERNATIONAL CUSTOMER SERVICE ASSOCIATION LOGO)      

GENERAL INFORMATION                                                             
1-800-525-7048                                                                  
Talk to a Customer Service                                                      
Representative.                                                                 
Monday through Friday from                                                      
8:30 a.m. to 8:00 p.m., and                                                     
Saturday from 10:00 a.m.                                                        
to 2:00 p.m. ET.                                                                

TELEPHONE TRANSACTIONS                                                          
1-800-852-8457                                                                  
Make account transactions with a                                                
Customer Service Representative.                                                
Monday through Friday from                                                      
8:30 a.m. to 8:00 p.m. ET.                                                      

PHONELINK                                                                       
1-800-533-3310                                                                  
Get automated information or                                                    
make automated transactions.                                                    
24 hours a day, 7 days a week.                                                  

TELECOMMUNICATION                                                               
DEVICE FOR THE DEAF                                                             
1-800-843-4461                                                                  
Service for the hearing impaired.                                               
Monday through Friday from                                                      
8:30 a.m. to 8:00 p.m. ET.                                                      

OPPENHEIMERFUNDS                                                                
INFORMATION HOTLINE                                                             
1-800-835-3104                                                                  
Hear timely and insightful                                                      
messages on the economy and                                                     
issues that affect your finances.                                               
24 hours a day, 7 days a week.                                                  

RA220.0794.N                                                                    

(OPPENHEIMERFUNDS(R) LOGO)                                                      

Oppenheimer Funds Distributor, Inc.                                             
P.O. Box 5270                                                                   
Denver, CO 80217-5270                                                           

---------------                                                                 
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20
APPENDIX TO ELECTRONIC FORMAT DOCUMENT                                          

The front cover of the report in the printed version contains a photo 
(photo # 1) of a man and boy playing.                                           

The back cover of the report in the printed version contains a photo  
(photo #2) of Barbara Hennigar, Chief Executive Officer, Oppenheimer            
Shareholder Services.                                                           

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Oppenheimer Time Fund                                                           
Semiannual Report December 31, 1994                                             

[photo depicting couple building new home]                                      

"We know                                                                        
that to get                                                                     
the kind                                                                        
of high                                                                         
growth                                                                          
we want, we                                                                     
have to invest                                                                  
aggressively                                                                    
for the                                                                         
long term."                                                                     
(logo) OppenheimerFunds                                                         

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This Fund is for people who want high growth potential over time.               

How Your Fund Is Managed                                                        

Oppenheimer Time Fund focuses on medium-sized companies that the Fund's         
portfolio manager believes have good management, above-average profitability,   
strong balance sheets, and offer the potential for high growth.                 
         These medium-sized companies are more established than smaller emerging
growth companies, and thus may pose less risk than smaller companies. But they  
still benefit from being in the emerging growth phase, so they have the         
potential for high long-term growth.                                            
       In today's stock market, Time Fund's manager is focusing on companies
that have excellent prospects in growth industries such as communications and   
computer networking. The Fund also invests in companies that can benefit from   
increased consumer spending, such as specialty retailers, restaurants and       
household appliance manufacturers.                                              

Performance                                                                     

Total return at net asset value for the 6 months ended 12/31/94 was 4.69%.(1)   
  The financial markets had a difficult year and, like many mutual
funds, your Fund felt the effects. While difficult years are hard to accept,    
they're an inevitable part of investing. That's why keeping a long-term         
perspective is crucial to getting the most from your investment and helping you 
through short-term market fluctuations.                                         
        Your Fund's average annual total returns at maximum offering price for
the 1- and 5-year periods ended 12/31/94 and since inception of the Fund on     
10/21/71 were -17.82%, 5.28% and 10.71%, respectively.(2)                       

Outlook                                                                         

"The kinds of companies in which the Fund invests were hurt by rising interest  
rates in 1994. While that's never good news, it does have an upside. At this    
point, the prices of mid-cap growth stocks appear extremely attractive; we're   
paying a very small premium for growth. If long-term interest rates start to    
stabilize--and we expect them to in 1995--the value these stocks offer should   
be recognized, and both mid-cap growth stocks in general and this Fund in       
particular should benefit."                                                     

                                                   Jay Tracey, Portfolio Manager
                                                               December 31, 1994

1. Based on the change in net asset value per share from 6/30/94 to 12/31/94,   
without deducting any sales charges. Such performance would have been lower if  
sales charges were taken into account.                                          

2. Average annual total returns are based on a hypothetical investment held     
until 12/31/94, after deducting the current maximum initial sales charge of     
5.75%. The Fund's maximum sales charge rate was higher during a portion of      
some of the periods shown, and actual investment results will be different      
as a result of the change.                                                      

All figures assume reinvestment of dividends and capital gains distributions.   
Past performance is not indicative of future results. Investment and principal  
value on an investment in the Fund will fluctuate so that an investor's shares, 
when redeemed, may be worth more or less than the original cost.                

2 Oppenheimer Time Fund                                                         

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Dear OppenheimerFunds Shareholder,                                              

The past year has been a difficult period for the stock market, one marked above
all by one of the most aggressive series of moves to raise interest rates in the
U.S. Federal Reserve's history. As interest rates moved up, bond prices fell and
the stock market followed, while investors looked everywhere for answers to     
questions about directions in inflation, interest rates, and the economy. These 
questions all concerned one basic issue: Is the bull market in stocks coming to 
an end?                                                                         

       In our view, it is not. While we are not expecting major gains in stock
prices in the very near term, we believe that the uncertainties which held the  
market back in 1994 will recede in 1995 as the fundamental positives in the     
economy are recognized. The most important of these positives is our belief that
the Fed's attempt to preempt possible inflation, while temporarily              
disconcerting, will likely have its desired effect in 1995. We believe that the 
economy will begin to slow, and although short-term rates may move up modestly  
from their present levels, long-term interest rates--the ones that most affect  
securities prices--should stabilize in their current range. Long-term rates may 
even begin to decline as overblown concerns about inflation abate.              

       Those concerns are, in fact, already fading. While the prices of some
commodities have risen over the past year and U.S. manufacturing capacity       
utilization and employment rose to their highest levels in years, in today's    
globally competitive environment, price increases are difficult to pass on to   
either consumers or businesses. The inflation rate--as measured by the          
Consumer Price Index--continues to run at less than 3% a year, and there's      
nothing on the horizon to suggest to us that it will increase substantially     
anytime soon. Even at their current levels, interest rates remain low relative  
to recent periods, and in our view, pose no real threat to most companies'      
earnings or cash flows. During the most recent recession, many businesses       
learned to operate much more efficiently and took advantage of the extended     
decline in interest rates to work down their debt loads and strengthen their    
financial positions. As a result, corporate profits have soared despite higher  
interest rates. And we believe that business earnings should grow even more as  
economies in Europe and elsewhere emerge from their recessions, stimulating     
demand for U.S. companies' goods and services. As profits rise, we expect stocks
to become more valuable.                                                        

       Finally, the changing political landscape reflected in results of the
mid-term election bodes well for the stock market over time. In addition to     
limiting the expectation that Congress will pass potentially inflationary       
government spending proposals, the realignment in Washington has raised the     
possibility of tax relief in the form of an expanded deduction for individual   
retirement savings or possibly a reduction in the capital gains tax rate. What  
specific action, if any, Congress will take on these proposals remains to be    
seen. But any action to reduce the federal deficit, cut spending, and reduce    
taxes should be good news for the stock market overall.                         

        In light of all these factors, we remain bullish on stocks. As we have
noted in previous reports, we're expecting moderate gains in the short-term, in 
line with increasing corporate earnings. Over time, however, we expect stocks to
perform well in both the U.S. and foreign markets. Your portfolio manager       
discusses the outlook for your Fund on the following pages. We appreciate your  
confidence, and we look forward to helping you continue to reach your investment
goals.                                                                          

Donald W. Spiro                                                                 
President                                                                       
Oppenheimer                                                                     
Time Fund                                                                       

Jon S. Fossel                                                                   
Chairman and CEO                                                                
Oppenheimer                                                                     
Management                                                                      
Corporation                                                                     

Donald W. Spiro                                       Jon S. Fossel             
January 23, 1995                                                                

3 Oppenheimer Time Fund                                                         

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Q+A                                                                             

An interview with your Fund's manager.                                          

Q Do                                                                            
you think                                                                       
the factors                                                                     
contributing                                                                    
to 1994's                                                                       
difficult                                                                       
stock market                                                                    
will persist                                                                    
in '95?                                                                         

The past year was a difficult period for the stock market. What factors affected
the Fund's performance?                                                         

Two factors stand out. First, the Fund focuses on medium-size growth stocks     
whose prices were particularly affected by the Federal Reserve's aggressive     
moves to raise interest rates during the year. Second, growth rates in several  
areas of the market that performed well for the Fund in 1993--notably casual    
dining, apparel, gaming, and air transport--slowed in 1994. That                
combination--changing mid-cap growth stock valuations and changes in some       
industries' fundamentals--held the Fund's performance back.                     

Do you think those factors will persist in 1995?                                

No. In fact, we think the setback we experienced in 1994 is temporary. The      
Federal Reserve's actions to raise interest rates seem to have had their desired
effect. Inflation remains very low, the economy and business earnings are       
growing at a solid, sustainable rate, and interest rates, although up           
substantially from year-ago levels, are still low by historical standards.      
These factors should set the stage for renewed outperformance by growth stocks. 
And with the adjustments made to the portfolio over the last several months, we 
believe the Fund is positioned to participate fully in any gains.               

What portfolio adjustments did you make?                                        

In terms of selling, we reduced or eliminated positions in several companies    
whose competitive dynamics had changed or whose growth rates had softened. For  
example, we sold Brinker International, which owns the Chili's restaurant chain;
Phillips Van Heusen; and several air transport companies, including Southwest   
Airlines and Federal Express. We also reduced our exposure to                   

4 Oppenheimer Time Fund                                                         

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gaming companies and some credit-card issuers like Advanta and First USA. We    
used the proceeds to invest in the stocks of companies which we believe have    
strong growth potential.                                                        

So you're out of those sectors entirely at this point?                          

Not at all. Our investment decisions are driven by companies, not sectors; in   
fact, we've recently added new names in several of these areas, such as Dollar  
General in retailing and Ann Taylor in apparel.(1) We're alert to market trends,
of course, but our buying and selling focuses firmly on a company's performance 
and prospects.                                                                  

What other kinds of stocks have you been buying?                                

Many of our purchases were in the healthcare area, centering on companies with  
strong growth prospects, independent of healthcare reform. For example, we      
purchased Lincare Holdings and Integrated Health, both emerging leaders in      
providing specialized care outside the high-cost hospital setting.              
We also added several technology companies with strong growth 
prospects. In software, we added Lotus Development Corporation, DSC             
Communications, and Compuware, all of which are positioned to benefit from the  
emphasis on business productivity and networking. In communications, we bought  
Andrew Corp., which supplies equipment to the television and cable industries.  
And we added some "lower-tech" stocks, including Molex, a fast-growing          
manufacturer of electronic components and connectors, and some "higher-tech"    
stocks, including Teradyne, a manufacturer of semiconductor test equipment.     

What's your outlook for the Fund?                                               

This Fund tends to buy and sell stocks for company-specific reasons, not because
a specific market sector is "hot." As a result, the portfolio reflects not just 
our outlook for the economy or individual industry groups, but rather the       
prospects for individual companies' performance. We believe that the stocks     
we're holding today have the potential to perform very well when growth stocks  
resume their advance.                                                           

Facing page                                                                     
Top left: Jay Tracey,                                                           
Portfolio Manager                                                               

Top right: The equity trading desk                                              

Bottom left: Paul LaRocco, Associate Portfolio Manager                          

This page                                                                       
Top: Jay Tracey                                                                 

Bottom: Robert Doll, Executive VP, Director of Equity Investments, with his     
assistant, Pat Andrzejewski                                                     

A No.                                                                           
In fact, we think the setback we experienced in 1994 is temporary.              

1. The Fund's portfolio is subject to change.                                   
5 Oppenheimer Time Fund                                                         

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                                                        [Enlarge/Download Table]
                                   ------------------------------------------------------------------------------------------------
                                   Statement of Investments   December 31, 1994 (Unaudited)                                        
                                   ------------------------------------------------------------------------------------------------

                                                                                                     Face              Market Value
                                                                                                     Amount            See Note 1  
==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
Repurchase Agreements--16.1%                                                                                                       
-----------------------------------------------------------------------------------------------------------------------------------
                                   Repurchase agreement with First Chicago Capital Markets, 6%,                                    
                                   dated 12/30/94, to be repurchased at $52,535,000 on 1/3/95,                                     
                                   collateralized by U.S. Treasury Nts., 3.875%--8.875%,                                           
                                   5/31/95--8/31/05, with a value of $49,926,894 and U.S. Treasury                                 
                                   Bonds, 10.75%--14.25%, 2/15/02--8/15/05, with a value of                                        
                                   $3,667,654 (Cost $52,500,000)                                      $52,500,000       $52,500,000

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Convertible Corporate Bonds and Notes--2.3%                                                                                        
-----------------------------------------------------------------------------------------------------------------------------------
Hotels/Lodging--0.4%               Hospitality Franc Systems, Inc., 4.50% Cv. Sr. Sub. Nts., 10/1/99    1,200,000                  
1,164,000                                                                                                                          
-----------------------------------------------------------------------------------------------------------------------------------
Financial--0.6%                    First Financial Management Corp., 5% Cv. Debs., 12/15/99             2,000,000                  
2,075,000                                                                                                                          
-----------------------------------------------------------------------------------------------------------------------------------
Technology--1.3%                   Solectron Corp., 0% Cv. Liquid Yield Option Sub. Nts., 5/5/12        7,300,000                  
4,170,125                                                                                                                          
                                                                                                                        -----------
                                   Total Convertible Corporate Bonds and Notes (Cost $7,019,157)                          7,409,125

                                                                                                       Shares                      
==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Common Stocks--80.5%                                                                                                               
-----------------------------------------------------------------------------------------------------------------------------------
Basic Materials--3.1%                                                                                                              
-----------------------------------------------------------------------------------------------------------------------------------
Chemicals--2.0%                    Geon Co. (The)                                                          70,000         1,916,250
                                   ------------------------------------------------------------------------------------------------
                                   Georgia Gulf Corp.(1)                                                  120,000         4,665,000
                                                                                                                        -----------
                                                                                                                          6,581,250

-----------------------------------------------------------------------------------------------------------------------------------
Steel--1.1%                        Birmingham Steel Corp                                                  175,000         3,500,000
-----------------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--24.0%                                                                                                          
-----------------------------------------------------------------------------------------------------------------------------------
Auto Parts: After Market--1.5%     Breed Technologies, Inc                                                112,000         3,178,000
                                   ------------------------------------------------------------------------------------------------
                                   Lear Seating Corp.(1)                                                   80,000         1,590,000
                                                                                                                        -----------
                                                                                                                          4,768,000

-----------------------------------------------------------------------------------------------------------------------------------
Broadcast Media--1.9%              Comcast Corp., Cl. A Special                                           200,000         3,137,500
                                   ------------------------------------------------------------------------------------------------
                                   Viacom, Inc., Cl. B(1)                                                  75,768         3,078,075
                                                                                                                        -----------
                                                                                                                          6,215,575

-----------------------------------------------------------------------------------------------------------------------------------
Hotels/Motels--1.2%                Carnival Corp., Inc., Cl. A                                            176,000         3,740,000
-----------------------------------------------------------------------------------------------------------------------------------
Household Furnishings              Sunbeam-Oster, Inc                                                     306,700         7,897,525
And Appliances--2.4%                                                                                                               
-----------------------------------------------------------------------------------------------------------------------------------
Leisure Time--0.9%                 Brunswick Corp                                                         150,000         2,831,250
-----------------------------------------------------------------------------------------------------------------------------------
Restaurants--0.4%                  Brinker International, Inc.(1)                                          70,000         1,268,750
-----------------------------------------------------------------------------------------------------------------------------------
Retail Stores:                     Dollar General Corp                                                    165,000         4,950,000
Department Stores--3.2%            ------------------------------------------------------------------------------------------------
                                   Kohl's Corp.(1)                                                         62,000         2,464,500
                                   ------------------------------------------------------------------------------------------------
                                   Nordstrom, Inc                                                          75,000         3,150,000
                                                                                                                        -----------
                                                                                                                         10,564,500

             6 Oppenheimer Time Fund

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                                                        [Enlarge/Download Table]
                                   ------------------------------------------------------------------------------------------------

                                   ------------------------------------------------------------------------------------------------


                                                                                                                       Market Value
                                                                                                     Shares            See Note 1  
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Retail: Specialty--8.4%            Ann Taylor Stores, Inc.(1)                                              90,000       $ 3,093,750
                                   ------------------------------------------------------------------------------------------------
                                   General Nutrition Cos., Inc.                                           164,200         4,761,800
                                   ------------------------------------------------------------------------------------------------
                                   Heilig-Meyers Co.                                                      100,000         2,525,000
                                   ------------------------------------------------------------------------------------------------
                                   Micro Warehouse, Inc.(1)                                               130,000         4,550,000
                                   ------------------------------------------------------------------------------------------------
                                   Office Depot, Inc.(1)                                                  150,000         3,600,000
                                   ------------------------------------------------------------------------------------------------
                                   OfficeMax, Inc.(1)                                                      61,000         1,616,500
                                   ------------------------------------------------------------------------------------------------
                                   Staples, Inc.(1)                                                       105,000         2,598,750
                                   ------------------------------------------------------------------------------------------------
                                   Viking Office Products, Inc.(1)                                        155,000         4,746,875
                                                                                                                        -----------
                                                                                                                         27,492,675

-----------------------------------------------------------------------------------------------------------------------------------
Shoes--2.4%                        Nike, Inc., Cl. B                                                      105,000         7,835,625
-----------------------------------------------------------------------------------------------------------------------------------
Textiles: Apparel                  Tommy Hilfiger Corp.(1)                                                126,000         5,685,750
Manufacturers--1.7%                                                                                                                
-----------------------------------------------------------------------------------------------------------------------------------
Consumer Non-Cyclicals--17.8%                                                                                                      
-----------------------------------------------------------------------------------------------------------------------------------
Beverages: Alcoholic--1.1%         Canandaigua Wine Co., Inc., Cl. A(1)                                    94,000         3,572,000
-----------------------------------------------------------------------------------------------------------------------------------
Drugs--5.0%                        Elan Corp. PLC, ADR(1)                                                 110,000         3,918,750
                                   ------------------------------------------------------------------------------------------------
                                   R.P. Scherer Corp.(1)                                                  190,000         8,621,250
                                   ------------------------------------------------------------------------------------------------
                                   Roberts Pharmaceutical Corp.(1)                                        115,000         3,651,250
                                                                                                                        -----------
                                                                                                                         16,191,250

-----------------------------------------------------------------------------------------------------------------------------------
Healthcare:                        Chiron Corp.(1)                                                         50,000         4,018,750
Miscellaneous--9.3%                ------------------------------------------------------------------------------------------------
                                   Coram Healthcare Corp.(1)                                              100,000         1,650,000
                                   ------------------------------------------------------------------------------------------------
                                   Genentech, Inc.(1)                                                      75,000         3,403,125
                                   ------------------------------------------------------------------------------------------------
                                   Health Care and Retirement Corp.(1)                                    120,000         3,615,000
                                   ------------------------------------------------------------------------------------------------
                                   Horizon Healthcare Corp.(1)                                            180,000         5,040,000
                                   ------------------------------------------------------------------------------------------------
                                   Integrated Health Services, Inc.                                       143,500         5,668,250
                                   ------------------------------------------------------------------------------------------------
                                   Lincare Holdings, Inc.(1)                                              150,000         4,350,000
                                   ------------------------------------------------------------------------------------------------
                                   PacifiCare Health Systems, Inc.(1)                                      41,900         2,765,400
                                                                                                                        -----------
                                                                                                                         30,510,525

-----------------------------------------------------------------------------------------------------------------------------------
Hospital Management--0.7%          Quorum Health Group, Inc.(1)                                           120,000         2,280,000
-----------------------------------------------------------------------------------------------------------------------------------
Retail Stores:                     Revco D.S., Inc.(1)                                                    240,000         5,670,000
Drug Stores--1.7%                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------------
Energy--1.0%                                                                                                                       
-----------------------------------------------------------------------------------------------------------------------------------
Oil Well Services and              Halliburton Co.                                                        100,000         3,312,500
Equipment--1.0%                                                                                                                    
-----------------------------------------------------------------------------------------------------------------------------------
Industrial--8.6%                                                                                                                   
-----------------------------------------------------------------------------------------------------------------------------------
Commercial Services--5.7%          Cintas Corp.                                                           140,000         4,970,000
                                   ------------------------------------------------------------------------------------------------
                                   Manpower, Inc.                                                         100,000         2,812,500
                                   ------------------------------------------------------------------------------------------------
                                   Reynolds & Reynolds Co., Cl. A                                         150,000         3,750,000
                                   ------------------------------------------------------------------------------------------------
                                   Sensormatic Electronics Corp.                                          200,000         7,200,000
                                                                                                                        -----------
                                                                                                                         18,732,500


             7 Oppenheimer Time Fund

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                                                        [Enlarge/Download Table]
                                   ------------------------------------------------------------------------------------------------
                                   Statement of Investments  (Unaudited)(Continued)                                                
                                   ------------------------------------------------------------------------------------------------


                                                                                                                       Market Value
                                                                                                     Shares            See Note 1  
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Electrical Equipment--1.9%         Molex, Inc., Cl. A                                                     193,750       $ 6,006,250
-----------------------------------------------------------------------------------------------------------------------------------
Railroads--1.0%                    Southern Pacific Rail Corp.(1)                                         188,000         3,407,500
-----------------------------------------------------------------------------------------------------------------------------------
Financial--4.6%                                                                                                                    
-----------------------------------------------------------------------------------------------------------------------------------
Financial Services:                Advanta Corp., Cl. B                                                   170,000         4,292,500
Miscellaneous--3.4%                ------------------------------------------------------------------------------------------------
                                   First USA, Inc.                                                        125,000         4,109,375
                                   ------------------------------------------------------------------------------------------------
                                   Green Tree Financial Corp.                                              90,000         2,733,750
                                                                                                                        -----------
                                                                                                                         11,135,625

-----------------------------------------------------------------------------------------------------------------------------------
Insurance: Life--0.4%              Equitable of Iowa Cos., Inc.                                            40,000         1,130,000
-----------------------------------------------------------------------------------------------------------------------------------
Major Banks: Regional--0.8%        First Interstate Bancorp                                                40,000         2,705,000
-----------------------------------------------------------------------------------------------------------------------------------
Technology--21.4%                                                                                                                  
-----------------------------------------------------------------------------------------------------------------------------------
Communication:                     Andrew Corp.(1)                                                        100,000         5,225,000
Equipment/Manufacturers--3.6%      ------------------------------------------------------------------------------------------------
                                   DSC Communications Corp.(1)                                             60,000         2,152,500
                                   ------------------------------------------------------------------------------------------------
                                   Tellabs, Inc.(1)                                                        80,000         4,460,000
                                                                                                                        -----------
                                                                                                                         11,837,500

-----------------------------------------------------------------------------------------------------------------------------------
Computer Software                  Compuware Corp.(1)                                                     126,000         4,536,000
And Services--9.7%                 ------------------------------------------------------------------------------------------------
                                   CUC International, Inc.(1)                                             140,000         4,690,000
                                   ------------------------------------------------------------------------------------------------
                                   First Data Corp.                                                       200,000         9,475,000
                                   ------------------------------------------------------------------------------------------------
                                   First Financial Management Corp.                                        20,000         1,232,500
                                   ------------------------------------------------------------------------------------------------
                                   Informix Corp.(1)                                                       50,000         1,606,250
                                   ------------------------------------------------------------------------------------------------
                                   Lotus Development Corp.(1)                                              80,000         3,280,000
                                   ------------------------------------------------------------------------------------------------
                                   Oracle Systems Corp.(1)                                                 60,600         2,673,975
                                   ------------------------------------------------------------------------------------------------
                                   Pyxis Corp.(1)                                                         210,000         3,990,000
                                                                                                                        -----------
                                                                                                                         31,483,725

-----------------------------------------------------------------------------------------------------------------------------------
Computer Systems--3.6%             American Power Conversion Corp.(1)                                      65,000         1,064,375
                                   ------------------------------------------------------------------------------------------------
                                   Cabletron Systems, Inc.(1)                                              57,500         2,673,750
                                   ------------------------------------------------------------------------------------------------
                                   EMC Corp.(1)                                                           370,000         8,001,250
                                                                                                                        -----------
                                                                                                                         11,739,375

-----------------------------------------------------------------------------------------------------------------------------------
Electronics:                       Teradyne, Inc.(1)                                                      100,000         3,387,500
Instrumentation--1.0%                                                                                                              
-----------------------------------------------------------------------------------------------------------------------------------
Telecommunications--3.5%           ALC Communications Corp.(1)                                            190,000         5,913,750
                                   ------------------------------------------------------------------------------------------------
                                   LDDS Communications, Inc.(1)                                           281,774         5,476,982
                                                                                                                        -----------
                                                                                                                         11,390,732
                                                                                                                        -----------
                                   Total Common Stocks (Cost $220,147,018)                                              262,872,882


             8 Oppenheimer Time Fund

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                                                        [Enlarge/Download Table]
                                   ------------------------------------------------------------------------------------------------

                                   ------------------------------------------------------------------------------------------------


                                                                                                                       Market Value
                                                                                                           Shares      See Note 1  
==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
Preferred Stocks--0.5%                                                                                                             
-----------------------------------------------------------------------------------------------------------------------------------
                                   AK Steel Holding Corp., 7% Cv. Stock Appreciation Income Linked                                 
                                   Securities (Cost $1,537,500)                                            50,000       $ 1,562,500

                                                                                                           Units                   
==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Rights, Warrants and Certificates--0.0%                                                                                            
-----------------------------------------------------------------------------------------------------------------------------------
                                   Viacom, Inc., Cl. B Rts., Exp. 9/95                                     95,000           106,875
                                   ------------------------------------------------------------------------------------------------
                                   Windmere Corp. Wts., Exp. 1/98                                           4,727                 0
                                   ------------------------------------------------------------------------------------------------
                                   Xoma Corp. Wts., Exp. 6/95                                               5,511               524
                                                                                                                       ------------
                                   Total Rights, Warrants and Certificates (Cost $143,878)                                  107,399

-----------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (Cost $281,347,553)                                                              99.4%      324,451,906
-----------------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities                                                                               0.6         1,958,395
                                                                                                            -----      ------------
Net Assets                                                                                                  100.0%     $326,410,301
                                                                                                            =====      ============

                                   1. Non-income producing security.                                                               

                                   See accompanying Notes to Financial Statements.                                                 


             9 Oppenheimer Time Fund

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                                                        [Enlarge/Download Table]
                                   ------------------------------------------------------------------------------------------------ 
                                   Statement of Assets and Liabilities   December 31, 1994 (Unaudited)                              
                                   ------------------------------------------------------------------------------------------------ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
Assets                             Investments, at value (including repurchase agreements of $52,500,000)                           
                                   (cost $281,347,553)--see accompanying statement                                     $324,451,906 
                                   ------------------------------------------------------------------------------------------------ 
                                   Cash                                                                                     704,827 
                                   ------------------------------------------------------------------------------------------------ 
                                   Receivables:                                                                                     
                                   Investments sold                                                                       3,122,730 
                                   Shares of beneficial interest sold                                                       928,140 
                                   Interest and dividends                                                                   128,966 
                                   ------------------------------------------------------------------------------------------------ 
                                   Other                                                                                     85,809 
                                                                                                                       ------------ 
                                   Total assets                                                                         329,422,378 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Liabilities                        Payables and other liabilities:                                                                  
                                   Shares of beneficial interest redeemed                                                 1,521,490 
                                   Dividends                                                                                989,245 
                                   Service plan fees--Note 5                                                                129,960 
                                   Other                                                                                    371,382 
                                                                                                                       ------------ 
                                   Total liabilities                                                                      3,012,077 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Assets                                                                                                             $326,410,301 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Composition of                     Paid-in capital                                                                     $278,573,569 
Net Assets                         ------------------------------------------------------------------------------------------------ 
                                   Undistributed (overdistributed) net investment income                                    (71,441)
                                   ------------------------------------------------------------------------------------------------ 
                                   Accumulated net realized gain (loss) from investment and written option transactions   4,803,820 
                                   ------------------------------------------------------------------------------------------------ 
                                   Net unrealized appreciation (depreciation) on investments--Note 3                     43,104,353 
                                                                                                                       ------------ 
                                   Net assets--applicable to 22,387,554 shares of beneficial interest outstanding      $326,410,301 
                                                                                                                       ============ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Asset Value and Redemption Price Per Share                                                                               $14.58 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Maximum Offering Price Per Share (net asset value plus sales charge of 5.75% of offering price)                              $15.47 

                                   See accompanying Notes to Financial Statements.                                                  


              10 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------
                                   Statement of Operations   For the Six Months Ended December 31, 1994 (Unaudited)                
                                   ------------------------------------------------------------------------------------------------

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
Investment Income                  Interest                                                                            $  1,416,418
                                   ------------------------------------------------------------------------------------------------
                                   Dividends                                                                                729,682
                                                                                                                       ------------
                                   Total income                                                                           2,146,100

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Expenses                           Management fees--Note 5                                                                1,212,078
                                   ------------------------------------------------------------------------------------------------
                                   Service plan fees--Note 5                                                                248,826
                                   ------------------------------------------------------------------------------------------------
                                   Transfer and shareholder servicing agent fees--Note 5                                    279,305
                                   ------------------------------------------------------------------------------------------------
                                   Shareholder reports                                                                      197,559
                                   ------------------------------------------------------------------------------------------------
                                   Trustees' fees and expenses                                                               51,429
                                   ------------------------------------------------------------------------------------------------
                                   Custodian fees and expenses                                                               13,654
                                   ------------------------------------------------------------------------------------------------
                                   Legal and auditing fees                                                                    9,385
                                   ------------------------------------------------------------------------------------------------
                                   Other                                                                                    100,160
                                                                                                                       ------------
                                   Total expenses                                                                         2,112,396

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Net Investment Income (Loss)                                                                                                 33,704

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Realized and Unrealized            Net realized gain (loss) from:                                                                  
Gain (Loss) on Investments         Investments                                                                            5,487,485
And Options Written                Closing of options written--Note 4                                                       551,040
                                                                                                                       ------------
                                   Net realized gain (loss)                                                               6,038,525

                                   ------------------------------------------------------------------------------------------------
                                   Net change in unrealized appreciation or depreciation on investments                            
                                   and options written                                                                    9,089,329
                                                                                                                       ------------
                                   Net realized and unrealized gain (loss) on investments and options written            15,127,854

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Net Increase (Decrease) in Net Assets Resulting From Operations                                                         $15,161,558
                                                                                                                       ============

                                   See accompanying Notes to Financial Statements.                                                 


              11 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------ 
                                   Statements of Changes in Net Assets                                                              
                                   ------------------------------------------------------------------------------------------------ 

                                                                                                     Six Months Ended   Year Ended  
                                                                                                     December 31, 1994  June 30,    
                                                                                                     (Unaudited)        1994        
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
Operations                         Net investment income (loss)                                      $    33,704        $  (827,998)
                                   ------------------------------------------------------------------------------------------------ 
                                   Net realized gain (loss) on investments and options written         6,038,525         39,045,481 
                                   ------------------------------------------------------------------------------------------------ 
                                   Net change in unrealized appreciation or depreciation                                            
                                   on investments and options written                                  9,089,329        (45,046,554)
                                                                                                     -----------        ----------- 
                                   Net increase (decrease) in net assets resulting from operations    15,161,558         (6,829,071)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Dividends and                      Dividends in excess of net investment income ($.002 per share)           --              (47,909)
Distributions to                   ------------------------------------------------------------------------------------------------ 
Shareholders                       Distributions from net realized gain on investments and                                          
                                   options written ($1.572 and $1.226 per share, respectively)       (31,962,254)       (25,770,289)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Beneficial Interest                Net increase (decrease) in net assets resulting from beneficial                                  
Transactions                       interest transactions--Note 2                                      21,674,871        (16,255,516)

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Net Assets                         Total increase (decrease)                                           4,874,175        (48,902,785)
                                   ------------------------------------------------------------------------------------------------ 
                                   Beginning of period                                               321,536,126        370,438,911 
                                                                                                     -----------        ----------- 
                                   End of period (including overdistributed net investment income                                   
                                   of $71,441 and $105,145, respectively)                            $326,410,301       $321,536,126
                                                                                                     ===========                    
===========                                                                                                                         

                                   See accompanying Notes to Financial Statements.                                                  

              12 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------ 
                                   Financial Highlights                                                                             
                                   ------------------------------------------------------------------------------------------------ 

                                                        Six Months                                                                  
                                                        Ended                                                                       
                                                        December 31,                                                                
                                                        1994         Year Ended June 30,                                            
                                                        (Unaudited)  1994         1993         1992         1991         1990       
==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    

Per Share Operating Data:                                                                                                           
Net asset value, beginning of period                       $ 15.45      $ 17.06      $ 14.84      $ 14.37      $ 16.71      $ 17.38 
----------------------------------------------------------------------------------------------------------------------------------- 
Income (loss) from investment operations:                                                                                           
Net investment income                                         --  (1)      --  (1)      --  (1)       .14          .40          .54 
Net realized and unrealized gain (loss)                                                                                             
on investments and options written                             .70         (.38)        3.06         1.24         (.25)         .62 
                                                            ------       ------       ------       ------       ------       ------ 
Total income (loss) from investment                                                                                                 
operations                                                     .70         (.38)        3.06         1.38          .15         1.16 
----------------------------------------------------------------------------------------------------------------------------------- 
Dividends and distributions to shareholders:                                                                                        
Dividends from net investment income                          --  (1)      --           (.05)        (.22)        (.52)        (.51)
Dividends in excess of net investment income                  --           --  (1)      --           --           --           --   
Distributions from net realized gain on                                                                                             
investments and options written                              (1.57)       (1.23)        (.79)        (.69)       (1.97)       (1.32)
                                                            ------       ------       ------       ------       ------       ------ 
Total dividends and distributions                                                                                                   
to shareholders                                              (1.57)       (1.23)        (.84)        (.91)       (2.49)       (1.83)
----------------------------------------------------------------------------------------------------------------------------------- 
Net asset value, end of period                             $ 14.58      $ 15.45      $ 17.06      $ 14.84      $ 14.37      $ 16.71 
                                                           =======      =======      =======      =======                           
=======      =======                                                                                                                

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Total Return, at Net Asset Value(2)                           4.69%       (3.40)%      20.95%        9.28%        2.46%        6.91%

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
Ratios/Supplemental Data:                                                                                                           
Net assets, end of period (in thousands)                  $326,410     $321,536     $370,439     $329,975     $309,390     $335,026 
----------------------------------------------------------------------------------------------------------------------------------- 
Average net assets (in thousands)                         $325,659     $387,363     $358,834     $358,097     $310,040     $328,266 
----------------------------------------------------------------------------------------------------------------------------------- 
Number of shares outstanding at end                                                                                                 
of period (in thousands)                                    22,388       20,814       21,710       22,242       21,526       20,050 
----------------------------------------------------------------------------------------------------------------------------------- 
Ratios to average net assets:                                                                                                       
Net investment income                                          .02%(3)     (.21)%        .01%         .80%        2.48%        3.12%
Expenses                                                      1.29%(3)      .94%        1.00%         .96%         .96%         .94%
----------------------------------------------------------------------------------------------------------------------------------- 
Portfolio turnover rate(4)                                    42.4%        62.7%        61.7%        86.3%       107.5%       115.7%

                                   1. Less than $.005 per share.                                                                    
                                   2. 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.                         
                                   3. Annualized.                                                                                   
                                   4. 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 period ended December 31, 1994 were $115,460,218 and $123,397,455, respectively. See         
                                   accompanying Notes to Financial Statements.                                                      


              13 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------
                                   Notes to Financial Statements (Unaudited)                                                       
                                   ------------------------------------------------------------------------------------------------

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
1. Significant                     Oppenheimer Time Fund (the Fund) is registered under the Investment Company Act of 1940, as     
   Accounting Policies             amended, as a diversified, open-end management investment company. The Fund's investment        
advisor                                                                                                                            
                                   is Oppenheimer Management Corporation (the Manager). The following is a summary of significant  
                                   accounting policies consistently followed by the Fund.                                          

                                   ------------------------------------------------------------------------------------------------
                                   Investment Valuation. Portfolio securities are valued at 4:00 p.m. (New York time) on each      
                                   trading day. Listed and unlisted securities for which such information is regularly reported are
                                   valued at the last sale price of the day or, in the absence of sales, at values based on the    
                                   closing bid or asked price or the last sale price on the prior trading day. Long-term debt      
                                   securities are valued by a portfolio pricing service approved by the Board of Trustees.         
                                   Long-term debt securities which cannot be valued by the approved portfolio pricing service are  
                                   valued using dealer-supplied valuations provided the Manager is satisfied that the firm         
                                   rendering the quotes is reliable and that the quotes reflect current market value, or under     
                                   consistently applied procedures established by the Board of Trustees to determine fair value in 
                                   good faith. Short-term debt securities having a remaining maturity of 60 days or less are valued
                                   at cost (or last determined market value) adjusted for amortization to maturity of any premium  
                                   or discount. Options are valued based upon the last sale price on the principal exchange on     
                                   which the option is traded or, in the absence of any transactions that day, the value is based  
                                   upon the last sale on the prior trading date if it is within the spread between the closing bid 
                                   and asked prices. If the last sale price is outside the spread, the closing bid or asked price  
                                   closest to the last reported sale price is used.                                                

                                   ------------------------------------------------------------------------------------------------
                                   Repurchase Agreements. The Fund requires the custodian to take possession, to have legally      
                                   segregated in the Federal Reserve Book Entry System or to have segregated within the custodian's
                                   vault, all securities held as collateral for repurchase agreements. The market value of the     
                                   underlying securities is required to be at least 102% of the resale price at the time of        
                                   purchase. If the seller of the agreement defaults and the value of the collateral declines, or  
                                   if the seller enters an insolvency proceeding, realization of the value of the collateral by the
                                   Fund may be delayed or limited.                                                                 

                                   ------------------------------------------------------------------------------------------------
                                   Federal Income Taxes. The Fund intends to continue to comply with provisions of the Internal    
                                   Revenue Code applicable to regulated investment companies and to distribute all of its taxable  
                                   income, including any net realized gain on investments not offset by loss carryovers, to        
                                   shareholders. Therefore, no federal income tax provision is required.                           

                                   ------------------------------------------------------------------------------------------------
                                   Trustees' Fees and Expenses. The Fund has adopted a nonfunded retirement plan for the Fund's    
                                   independent trustees. Benefits are based on years of service and fees paid to each trustee      
                                   during the years of service. The accumulated liability for the Fund's projected benefit         
                                   obligations was $109,656 at December 31, 1994. No payments have been made under the plan.       

                                   ------------------------------------------------------------------------------------------------
                                   Distributions to Shareholders. Dividends and distributions to shareholders are recorded on the  
                                   ex-dividend date.                                                                               

                                   ------------------------------------------------------------------------------------------------
                                   Change in Accounting Classification of Distributions to Shareholders. The character of the      
                                   distributions made during the year from net investment income or net realized gains may differ  
                                   from their ultimate characterization for federal income tax purposes. Also, due to timing of    
                                   dividend distributions, the fiscal year in which amounts are distributed may differ from the    
                                   year that the income or realized gain (loss) was recorded by the Fund. Effective July 1, 1993,  
                                   the Fund adopted Statement of Position 93-2: Determination, Disclosure, and Financial Statement 
                                   Presentation of Income, Capital Gain, and Return of Capital Distributions by Investment         
                                   Companies. As a result, the Fund changed the classification of distributions to shareholders to 
                                   better disclose the differences between financial statement amounts and distributions determined
                                   in accordance with income tax regulations. Accordingly, subsequent to June 30, 1993, amounts    
                                   have been reclassified to reflect a decrease in paid-in capital of $845,380, a decrease in      
                                   undistributed net investment loss of $419,581 and an increase in accumulated net realized gain  
                                   on investments of $425,799.                                                                     


              14 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------ 

                                   ------------------------------------------------------------------------------------------------ 

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
1. Significant                     Other. Investment transactions are accounted for on the date the investments are purchased or    
   Accounting Policies             sold (trade date) and dividend income is recorded on the ex-dividend date. Discount on           
   (continued)                     securities purchased is amortized over the life of the respective securities, in accordance with 
                                   federal income tax requirements. Realized gains and losses on investments and unrealized         
                                   appreciation and depreciation are determined on an identified cost basis, which is the same      
                                   basis used for federal income tax purposes.                                                      

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
2. Shares of                       The Fund has authorized an unlimited number of no par value shares of beneficial interest.       
   Beneficial Interest             Transactions in shares of beneficial interest were as follows:                                   



                                                                 Six Months Ended December 31, 1994    Year Ended June 30, 1994     
                                                                 --------------------------------      ---------------------------- 
                                                                 Shares       Amount                   Shares        Amount         
                                   ------------------------------------------------------------------------------------------------ 
                                                                                                                                    
                                   Sold                           2,715,506   $   43,671,280            3,714,136    $   65,700,854 
                                   Dividends and distributions                                                                      
                                   reinvested                     2,119,233       30,474,285            1,329,264        24,485,036 
                                   Redeemed                      (3,261,265)     (52,470,694)          (5,939,332)     (106,441,406)
                                                             --------------   --------------       --------------    -------------- 
                                   Net increase (decrease)        1,573,474   $   21,674,871             (895,932)   $  (16,255,516)
                                                             ==============   ==============                                        
==============    ==============                                                                                                    

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
                                                                                                                                    
3. Unrealized Gains and            At December 31, 1994, net unrealized appreciation on investments of $43,104,353 was              
composed of                                                                                                                         
   Losses on Investments           gross appreciation of $50,708,763, and gross depreciation of $7,604,410.                         

==========================================================                                                                          
==========================================================                                                                          
===============                                                                                                                     
4. Option Activity                 The Fund may buy and sell put and call options, or write covered call options on portfolio       
                                   securities in order to produce incremental earnings or protect against changes in the value of   
                                   portfolio securities.                                                                            

                                        The Fund generally purchases put options or writes covered call options to hedge against    
                                   adverse movements in the value of portfolio holdings. When an option is written, the Fund        
                                   receives a premium and becomes obligated to sell or purchase the underlying security at a fixed  
                                   price, upon exercise of the option. The Fund segregates assets to cover its obligations under    
                                   option contracts.                                                                                

                                        Options are valued daily based upon the last sale price on the principal exchange on which  
                                   the option is traded and unrealized appreciation or depreciation is recorded. The Fund will      
                                   realize a gain or loss upon the expiration or closing of the option transaction. When an option  
                                   is exercised, the proceeds on sales for a written call option, the purchase cost for a written   
                                   put option, or the cost of the security for a purchased put or call option is adjusted by the    
                                   amount of premium received or paid.                                                              

                                        In this report, securities segregated to cover outstanding call options are noted in the    
                                   Statement of Investments. Shares subject to call, expiration date, exercise price, premium       
                                   received and market value are detailed in a footnote to the Statement of Investments. Options    
                                   written are reported as a liability in the Statement of Assets and Liabilities. Gains and losses 
                                   are reported in the Statement of Operations.                                                     

                                        The risk in writing a call option is that the Fund gives up the opportunity for profit if   
                                   the market price of the security increases and the option is exercised. The risk in writing a    
                                   put option is that the Fund may incur a loss if the market price of the security decreases and   
                                   the option is exercised. The risk in buying an option is that the Fund pays a premium whether or 
                                   not the option is exercised. The Fund also has the additional risk of not being able to enter    
                                   into a closing transaction if a liquid secondary market does not exist. Option activity for the  
                                   six months ended December 31, 1994 was as follows:                                               



                                                                               Call Options                Put Options              
                                                                               ------------------------    ------------------------ 
                                                                               Number of    Amount of      Number of   Amount of    
                                                                               Options      Premiums       Options     Premiums     
                                   ------------------------------------------------------------------------------------------------ 
                                                                                                                                    
                                   Options outstanding at June 30, 1994              594    $  206,111          --     $       --   
                                   Options written                                   500       401,237         7,000     1,368,103  
                                   ------------------------------------------------------------------------------------------------ 
                                   Options canceled in closing purchase                                                             
                                   transactions                                     (500)     (401,237)       (7,000)   (1,368,103) 
                                   ------------------------------------------------------------------------------------------------ 
                                   Options exercised                                (594)     (206,111)         --            --    
                                                                              ----------    ----------    ----------    ----------  
                                   Options outstanding at December 31, 1994         --      $     --            --     $      --    
                                                                              ==========    ==========                              
==========    ==========                                                                                                            


              15 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------
                                   Notes to Financial Statements (Unaudited) (Continued)                                           
                                   ------------------------------------------------------------------------------------------------

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
5. Management Fees and             Management fees paid to the Manager were in accordance with the investment advisory             
agreement                                                                                                                          
   Other Transactions              with the Fund which provides for an annual fee of .75% on the first $200 million of net assets  
   With Affiliates                 with a reduction of .03% on each $200 million thereafter to $800 million, and .60% on net assets
                                   in excess of $800 million. The Manager has agreed to reimburse the Fund if aggregate expenses   
                                   (with specified exceptions) exceed the most stringent applicable regulatory limit on Fund       
                                   expenses.                                                                                       

                                        For the six months ended December 31, 1994, commissions (sales charges paid by investors)  
                                   on sales of Fund shares totaled $221,355, of which $55,532 was retained by Oppenheimer Funds    
                                   Distributor, Inc. (OFDI), a subsidiary of the Manager, as general distributor, and by an        
                                   affiliated broker/dealer.                                                                       

                                        Oppenheimer Shareholder Services (OSS), a division of the Manager, is the transfer and     
                                   shareholder servicing agent for the Fund, and for other registered investment companies. OSS's  
                                   total costs of providing such services are allocated ratably to these companies.                

                                        Under an approved service plan, the Fund may expend up to .25% of its net assets annually  
                                   to reimburse OFDI for costs incurred in connection with the personal service and maintenance of 
                                   accounts that hold shares of the Fund (prior to July 1, 1994, reimbursements were made with     
                                   respect to shares sold subsequent to April 1, 1991), including amounts paid to brokers, dealers,
                                   banks and other institutions. During the six months ended December 31, 1994, OFDI paid $2,966   
to                                                                                                                                 
                                   an affiliated broker/dealer as reimbursement for personal service and maintenance expenses.     


              16 Oppenheimer Time Fund

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                                   ------------------------------------------------------------------------------------------------
                                   Oppenheimer Time Fund                                                                           
                                   ------------------------------------------------------------------------------------------------

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
                                                                                                                                   
Officers and Trustees              Leon Levy, Chairman of the Board of Trustees                                                    
                                   Leo Cherne, Trustee                                                                             
                                   Robert G. Galli, Trustee                                                                        
                                   Benjamin Lipstein, Trustee                                                                      
                                   Elizabeth B. Moynihan, Trustee                                                                  
                                   Kenneth A. Randall, Trustee                                                                     
                                   Edward V. Regan, Trustee                                                                        
                                   Russell S. Reynolds, Jr., Trustee                                                               
                                   Sidney M. Robbins, Trustee                                                                      
                                   Donald W. Spiro, Trustee and President                                                          
                                   Pauline Trigere, Trustee                                                                        
                                   Clayton K. Yeutter, Trustee                                                                     
                                   Jay W. Tracey, Vice President                                                                   
                                   George C. Bowen, Treasurer                                                                      
                                   Robert J. Bishop, Assistant Treasurer                                                           
                                   Scott Farrar, Assistant Treasurer                                                               
                                   Andrew J. Donohue, Secretary                                                                    
                                   Robert G. Zack, Assistant Secretary                                                             

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Investment Advisor                 Oppenheimer Management Corporation                                                              

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Distributor                        Oppenheimer Funds Distributor, Inc.                                                             

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Transfer and Shareholder           Oppenheimer Shareholder Services                                                                
Servicing Agent                                                                                                                    

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Custodian of                       The Bank of New York                                                                            
Portfolio Securities                                                                                                               

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Independent Auditors               KPMG Peat Marwick LLP                                                                           

==========================================================                                                                         
==========================================================                                                                         
===============                                                                                                                    
Legal Counsel                      Gordon Altman Butowsky Weitzen Shalov & Wein                                                    

                                   The financial statements included herein have been taken from the records of the Fund without   
                                   examination by the independent auditors. This is a copy of a report to shareholders of          
                                   Oppenheimer Time Fund. This report must be preceded or accompanied by a Prospectus of           
                                   Oppenheimer Time Fund. For material information concerning the Fund, see the Prospectus.        


              17 Oppenheimer Time Fund

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OppenheimerFunds Family                                                         

                           OppenheimerFunds offers over 35 funds designed to
                             fit virtually every investment goal. Whether you're
                             investing for retirement, your children's education
                           or tax-free income, we have the funds to help you
seek your objective.  

                             When you invest with OppenheimerFunds, you can feel
                           comfortable knowing that you are investing with a
                            respected financial institution with over 30 years
                             of experience in helping people just like you reach
                            their financial goals. And you're investing with a
                           leader in global, growth stock and flexible fixed
                   income investments--with over 1.8 million
                        shareholder accounts and more than $29 billion
                        under Oppenheimer's management and that of our
affiliates.           

                            As an OppenheimerFunds shareholder, you can easily
                             exchange shares of eligible funds of the same class
                            by mail or by telephone for a small administrative
                           fee.(1) For more information on OppenheimerFunds,
                             please contact your financial advisor or call us at
                             1-800-525-7048 for a prospectus. You may also write
                       us at the address shown on the back cover. As
                             always, please read the prospectus carefully before
you invest.           

Stock Funds                  Discovery Fund                          Global Fund
                             Global Emerging Growth Fund(2)     Oppenheimer Fund
                             Time Fund                          Value Stock Fund
                             Target Fund            Gold & Special Minerals Fund
Growth Fund(3)        

Stock & Bond Funds           Main Street Income & Growth Fund Equity Income Fund
                             Total Return Fund             Asset Allocation Fund
     Global Growth & Income Fund

Bond Funds                   High Yield Fund    Strategic Short-Term Income Fund
                             Champion High Yield Fund Investment Grade Bond Fund
                             Strategic Income & Growth Fund Mortgage Income Fund
                             Strategic Income Fund         U.S. Government Trust
                             Strategic Diversified  Limited-Term Government Fund
Income Fund           
              Strategic Investment Grade Bond Fund

Tax-Exempt Funds             New York              New Jersey Tax-Exempt Fund(4)
Tax-Exempt Fund(4)    
                             California Tax-Exempt Fund(4)    Tax-Free Bond Fund
                             Pennsylvania           Insured Tax-Exempt Bond Fund
Tax-Exempt Fund(4)    
                             Florida           Intermediate Tax-Exempt Bond Fund
Tax-Exempt Fund(4)    

Money Market Funds           Money Market Fund                     Cash Reserves

                      1. The fee is waived for PhoneLink exchanges
                              between existing accounts. Exchange privileges
                     are subject to change or termination.
                          2. Formerly Oppenheimer Bio-Tech Fund and Global
 Environment Fund.
   3. Formerly Special Fund.
                         4. Available only to residents of those states.

                         OppenheimerFunds are distributed by Oppenheimer
                          Funds Distributor, Inc., Two World Trade Center,
                     New York, NY 10048-0203. (c) Copyright 1995
                        Oppenheimer Management Corporation. All rights
reserved.             
18 Oppenheimer Time Fund                                                        

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"How may I help you?"                                                           

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PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES for the 12 month        
period ended December 31, 1994 (Unaudited) Oppenheimer Target Fund and          
Oppenheimer Time Fund                                                           

                                                        [Enlarge/Download Table]


                                                                                   Pro Forma 
                                                                                   Combined  
                                                  Oppenheimer      Oppenheimer    Oppenheimer
                                                    Target            Time          Target   
                                                     Fund            Fund(1)         Fund    
                                                                                             
      Assets                                                                                 
      Investments, at value*                    $303,014,138     $324,451,906   $627,466,044 
      Cash                                           253,694          704,827        958,521 
      Receivables:                                                                           
          Investments sold                         2,200,708        3,122,730      5,323,438 
          Dividends and interest                     440,133          128,966        569,099 
          Shares of beneficial interest sold         133,504          928,140      1,061,644 
      Other                                          243,911           85,809        329,720 
          Total assets                           306,286,088      329,422,378    635,708,466 

      Liabilities                                                                            
      Payables and other liabilities:                                                        
          Investments purchased                    1,852,737               --      1,852,737 
          Shares of beneficial interest redeemed     982,557        1,521,490      2,504,047 
          Dividends                                  146,484          989,245      1,135,729 
          Distribution and service plan fees         130,930          129,960        260,890 
          Other                                      409,156          371,382        780,538 
          Total liabilities                        3,521,864        3,012,077      6,533,941 

      Net Assets                                $302,764,224     $326,410,301   $629,174,525 

Net Asset Value and Redemption Price Per Share                                               
Class A Shares:                                                                              
Net asset value and redemption price per share                                               
(based on net assets of $301,698,437, $326,410,301,                                          
and $628,108,738 and 13,330,877, 22,387,554,                                                 
and 27,754,663 shares of beneficial interest outstanding                                     
for Target Fund Class A, Time Fund, and Combined                                             
Target Fund Class A, respectively).                   $22.63           $14.58         $22.63 

Class C Shares:                                                                              
Net asset value and redemption price per share (based                                        
on net assets of $1,065,787 and 47,375 shares of                                             
beneficial interest outstanding)                      $22.50               --         $22.50 

*Cost                                           $251,588,215     $281,347,553   $532,935,768 
<FN>                                                                                         
(1)  Time Fund shares will be exchanged for Target Fund Class A shares.                      

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PRO FORMA COMBINING STATEMENT OF OPERATIONS for the 12 month period ended       
December 31, 1994 (Unaudited) Oppenheimer Target Fund and Oppenheimer Time Fund 

                                                        [Enlarge/Download Table]

                                                                                               Pro Forma                        
                                                                                               Combined                         
                                             Oppenheimer     Oppenheimer        Pro           Oppenheimer                       
                                               Target           Time           Forma            Target                          
                                                Fund            Fund        Adjustments          Fund                           
                                                                                                                                
Investment Income:                                                                                                              
Interest                                   $1,583,627       $2,315,160            --        $3,898,787                          
Dividends                                   4,540,238        1,396,097            --         5,936,335                          
      Total income                          6,123,865        3,711,257            --         9,835,122                          

Expenses:                                                                                                                       
Management fees                             2,475,491        2,583,243    ($261,861)(1)      4,796,873                          
Distribution and service plan fees:                                                                                             
  Class A                                     325,662          366,942                         692,604                          
  Class C                                       4,640               --                           4,640                          
Transfer and shareholder                                                                                                        
  servicing agent fees                        334,992          379,576            --           714,568                          
Shareholder reports                           324,811          233,855      (88,089)(2)        470,577                          
Trustees' fees and expenses                   104,631           81,030            --           185,661                          
Custodian fees and expenses                    51,086           29,283            --            80,369                          
Legal and auditing fees                        41,829           39,684      (15,000)(2)         66,513                          
Registration and filing fees:                                                                                                   
  Class A                                         826               --            --               826                          
  Class C                                         375               --            --               375                          
Other                                         119,641          145,994            --           265,635                          
      Total expenses                        3,783,984        3,859,607      (364,950)        7,278,641                          

Net Investment Income Loss                  2,339,881         (148,350)      364,950         2,556,481                          

Realized and Unrealized                                                                                                         
Gain (Loss) on Investments and Options Written:                                                                                 
Net realized gain (loss) from:                                                                                                  
      Investments                          38,815,275       29,807,195            --        68,622,470                          
      Closing of options written                   --       (1,380,480)           --        (1,380,480)                         
          Net realized gain (loss)         38,815,275       28,426,715            --        67,241,990                          
Net change in unrealized appreciation or                                                                                        
      depreciation on investments                                                                                               
      and options written                 (40,560,449)     (78,237,111)           --      (118,797,560)                         

Net Realized and Unrealized Gain (Loss)                                                                                         
      on Investments and Options Written   (1,745,174)     (49,810,396)           --       (51,555,570)                         

Net Increase (Decrease) in Net Assets                                                                                           
      Resulting from Operations           $   594,707     ($49,958,746)     $364,950      ($48,999,089)                         

<FN>                                                                                                                            
(1)   Calculated in accordance with the proposed investment advisory agreement of Oppenheimer Target Fund (.75% on the          
      first $200 million of average annual net assets, with a reduction of .03% on each $200 million thereafter to $800 million,
      and .60% on net assets in excess of $800 million).  This assumes that the management fee structure was in place for the   
      entire period.                                                                                                            

(2)   Estimated fee for similar size funds.                                                                                     


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Pro Forma Combining Statement of Investments December 31, 1994 (Unaudited)      
Oppenheimer Target Fund and Oppenheimer Time Fund                               

                                                        [Enlarge/Download Table]

                                       Face Amount                                  Market Value              
                                                        Pro Forma                                   Pro Forma 
                             Target           Time       Combined        Target           Time       Combined 
                                                                                                              
Repurchase                                                                                                    
  Agreements                                                                                                  
Repurchase agreement                                                                                          
  with First Chicago                                                                                          
  Capital Markets,                                                                                            
  6%, dated                                                                                                   
  12/30/94, to be                                                                                             
  repurchased at                                                                                              
  $66,444,267 and                                                                                             
  $52,535,000 on                                                                                              
  1/3/95,                                                                                                     
  collateralized by                                                                                           
  U.S. Treasury                                                                                               
  Nts.,                                                                                                       
  3.875%-8.875%,                                                                                              
  5/31/95-8/31/05,                                                                                            
  with a value of                                                                                             
  $63,145,634 and                                                                                             
  $49,926,894 and                                                                                             
  U.S. Treasury                                                                                               
  Bonds,                                                                                                      
  10.75%-14.25%,                                                                                              
  2/15/02-8/15/05,                                                                                            
  with a value of                                                                                             
  $4,638,710 and                                                                                              
  $3,667,654 (Cost                                                                                            
  $66,400,000 and                                                                                             
  $52,500,000),                                                                                               
  respectively.                                                                                               
  Combined=$118,979,267,                                                                                      
  $113,072,528 and                                                                                            
  $118,900,000,                                                                                               
  respectively           $66,400,000    $52,500,000   $118,900,000   $66,400,000    $52,500,000   $118,900,000
Convertible                                                                                                   
  Corporate Bonds                                                                                             
  and Notes                                                                                                   
Hotels/Lodging                                                                                                
Hospitality Franc                                                                                             
  Systems, Inc.,                                                                                              
  4.50% Cv. Sr. Sub.                                                                                          
  Nts., 10/1/99                    0      1,200,000      1,200,000             0      1,164,000      1,164,000
Financial                                                                                                     
First Financial                                                                                               
  Management Corp.,                                                                                           
  5% Cv. Debs.,                                                                                               
  12/15/99                         0      2,000,000      2,000,000             0      2,075,000      2,075,000
Technology                                                                                                    
Solectron Corp., 0%                                                                                           
  Cv. Liquid Yield                                                                                            
  Option Sub. Nts.,                                                                                           
  5/5/12                           0      7,300,000      7,300,000             0      4,170,125      4,170,125
Total Convertible                                                                                             
  Corporate Bonds                                                                                             
  and Notes (Cost                                                                                             
  $7,019,157)                                                                  0      7,409,125      7,409,125

                                           Shares                                                             
Common Stocks                                                                                                 
Basic Materials                                                                                               
Chemicals                                                                                                     
Geon Co. (The)                     0         70,000         70,000             0      1,916,250      1,916,250
Georgia Gulf Corp. (1)        75,000        120,000        195,000     2,915,625      4,665,000      7,580,625
                                                                       2,915,625      6,581,250      9,496,875
Steel                                                                                                         
Birmingham Steel                                                                                              
  Corp.                            0        175,000        175,000             0      3,500,000      3,500,000
LTV Corp. (1)                215,000              0        215,000     3,493,750              0      3,493,750
                                                                       3,493,750      3,500,000      6,993,750
Consumer Cyclicals                                                                                            
Auto Parts: After                                                                                             
  Market                                                                                                      
Breed Technologies,                                                                                           
  Inc.                             0        112,000        112,000             0      3,178,000      3,178,000
Goodyear Tire &                                                                                               
  Rubber Co.                  40,000              0         40,000     1,345,000              0      1,345,000
Lear Seating Corp.                                                                                            
  (1)                              0         80,000         80,000             0      1,590,000      1,590,000
                                                                       1,345,000      4,768,000      6,113,000
Broadcast Media                                                                                               
Comcast Corp., Cl. A                                                                                          
  Special                          0        200,000        200,000             0      3,137,500      3,137,500
Multimedia, Inc.                                                                                              
  (1)                         62,500              0         62,500     1,781,250              0      1,781,250
Viacom, Inc., Cl. B                                                                                           
  (1)                              0         75,768         75,768             0      3,078,075      3,078,075
                                                                       1,781,250      6,215,575      7,996,825

                                      1                                                                       

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Entertainment                                                                                                 
WMS Industries, Inc.                                                                                          
  (1)                         65,000              0         65,000     1,218,750              0      1,218,750
Hotels/Motels                                                                                                 
Carnival Corp.,                                                                                               
  Inc., Cl. A                      0        176,000        176,000             0      3,740,000      3,740,000
Household                                                                                                     
  Furnishings and                                                                                             
  Appliances                                                                                                  
Sunbeam-Oster, Inc.                0        306,700        306,700             0      7,897,525      7,897,525
Leisure Time                                                                                                  
Acclaim                                                                                                       
  Entertainment,                                                                                              
  Inc. (1)                    25,000              0         25,000       359,375              0        359,375
Brunswick Corp.              275,000        150,000        425,000     5,190,625      2,831,250      8,021,875
Harley-Davidson,                                                                                              
  Inc.                        80,000              0         80,000     2,240,000              0      2,240,000
Outboard Marine                                                                                               
  Corp.                       75,000              0         75,000     1,471,875              0      1,471,875
                                                                       9,261,875      2,831,250     12,093,125
Restaurants                                                                                                   
Brinker                                                                                                       
  International,                                                                                              
  Inc. (1)                         0         70,000         70,000             0      1,268,750      1,268,750
Shoney's, Inc. (1)            95,000              0         95,000     1,211,250              0      1,211,250
                                                                       1,211,250      1,268,750      2,480,000
Retail Stores:                                                                                                
  Department Stores                                                                                           
Bradlees, Inc.                10,000              0         10,000       116,250              0        116,250
Dollar General Corp.          50,000        165,000        215,000     1,500,000      4,950,000      6,450,000
Kohl's Corp. (1)                   0         62,000         62,000             0      2,464,500      2,464,500
Nordstrom, Inc.                    0         75,000         75,000             0      3,150,000      3,150,000
                                                                       1,616,250     10,564,500     12,180,750
Retail Stores:                                                                                                
  General                                                                                                     
  Merchandise Chains                                                                                          
Waban, Inc. (1)               90,000              0         90,000     1,597,500              0      1,597,500
Wal-Mart Stores,                                                                                              
  Inc.                       185,000              0        185,000     3,931,250              0      3,931,250
                                                                       5,528,750              0      5,528,750
Retail: Specialty                                                                                             
Ann Taylor Stores,                                                                                            
  Inc. (1)                         0         90,000         90,000             0      3,093,750      3,093,750
General Nutrition                                                                                             
  Cos., Inc.                       0        164,200        164,200             0      4,761,800      4,761,800
Heilig-Meyers Co.                  0        100,000        100,000             0      2,525,000      2,525,000
Home Depot, Inc.                                                                                              
  (The)                       30,000              0         30,000     1,380,000              0      1,380,000
Intelligent                                                                                                   
  Electronics, Inc.           73,200              0         73,200       585,600              0        585,600
Michaels Stores,                                                                                              
  Inc. (1)                    82,900              0         82,900     2,880,775              0      2,880,775
Micro Warehouse,                                                                                              
  Inc. (1)                         0        130,000        130,000             0      4,550,000      4,550,000
Office Depot, Inc.                                                                                            
  (1)                              0        150,000        150,000             0      3,600,000      3,600,000
OfficeMax, Inc.                                                                                               
  (1)                              0         61,000         61,000             0      1,616,500      1,616,500
Staples, Inc. (1)                  0        105,000        105,000             0      2,598,750      2,598,750
Toys 'R' Us, Inc.                                                                                             
  (1)                         40,000              0         40,000     1,220,000              0      1,220,000
Viking Office                                                                                                 
  Products, Inc.                                                                                              
  (1)                              0        155,000        155,000             0      4,746,875      4,746,875
                                                                       6,066,375     27,492,675     33,559,050
Retail: Specialty                                                                                             
  Apparel                                                                                                     
Gap, Inc. (The)               65,000              0         65,000     1,982,500              0      1,982,500
Shoes                                                                                                         
Nike, Inc., Cl. B                  0        105,000        105,000             0      7,835,625      7,835,625
Textiles: Apparel                                                                                             
  Manufacturers                                                                                               
Tommy Hilfiger Corp.                                                                                          
  (1)                              0        126,000        126,000             0      5,685,750      5,685,750
Toys                                                                                                          
Mattel, Inc.                  30,000              0         30,000       753,750              0        753,750
Consumer                                                                                                      
  Non-Cyclicals                                                                                               
Beverages: Alcoholic                                                                                          
Canandaigua Wine                                                                                              
  Co., Inc., Cl. A                                                                                            
  (1)                              0         94,000         94,000             0      3,572,000      3,572,000
Beverages: Soft                                                                                               
  Drinks                                                                                                      
Coca-Cola Co. (The)          100,000              0        100,000     5,150,000              0      5,150,000
PepsiCo, Inc.                 50,000              0         50,000     1,812,500              0      1,812,500
                                                                       6,962,500              0      6,962,500
                                      2                                                                       

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Drugs                                                                                                         
Elan Corp. PLC, ADR                                                                                           
  (1)                              0        110,000        110,000             0      3,918,750      3,918,750
Merck & Co., Inc.             40,000              0         40,000     1,525,000              0      1,525,000
Pfizer, Inc.                  35,000              0         35,000     2,703,750              0      2,703,750
R.P. Scherer Corp.                                                                                            
  (1)                              0        190,000        190,000             0      8,621,250      8,621,250
Roberts                                                                                                       
  Pharmaceutical                                                                                              
  Corp. (1)                        0        115,000        115,000             0      3,651,250      3,651,250
Schering-Plough                                                                                               
  Corp.                       75,000              0         75,000     5,550,000              0      5,550,000
                                                                       9,778,750     16,191,250     25,970,000
Food Processing                                                                                               
ConAgra, Inc.                 45,000              0         45,000     1,406,250              0      1,406,250
IBP, Inc.                     25,000              0         25,000       756,250              0        756,250
                                                                       2,162,500              0      2,162,500
Healthcare:                                                                                                   
  Diversified                                                                                                 
Abbott Laboratories          125,000              0        125,000     4,078,125              0      4,078,125
American Home                                                                                                 
  Products Corp.              37,400              0         37,400     2,346,850              0      2,346,850
Bristol-Myers Squibb                                                                                          
  Co.                         50,000              0         50,000     2,893,750              0      2,893,750
Warner-Lambert Co.            50,000              0         50,000     3,850,000              0      3,850,000
                                                                      13,168,725              0     13,168,725
Healthcare:                                                                                                   
  Miscellaneous                                                                                               
Amgen, Inc. (1)               60,000              0         60,000     3,540,000              0      3,540,000
Chiron Corp. (1)                   0         50,000         50,000             0      4,018,750      4,018,750
Coram Healthcare                                                                                              
  Corp. (1)                        0        100,000        100,000             0      1,650,000      1,650,000
Genentech, Inc.                                                                                               
  (1)                              0         75,000         75,000             0      3,403,125      3,403,125
Health Care and                                                                                               
  Retirement Corp.                                                                                            
  (1)                              0        120,000        120,000             0      3,615,000      3,615,000
Horizon Healthcare                                                                                            
  Corp. (1)                        0        180,000        180,000             0      5,040,000      5,040,000
Integrated Health                                                                                             
  Services, Inc.                   0        143,500        143,500             0      5,668,250      5,668,250
Lincare Holdings,                                                                                             
  Inc. (1)                         0        150,000        150,000             0      4,350,000      4,350,000
PacifiCare Health                                                                                             
  Systems, Inc.                                                                                               
  (1)                              0         41,900         41,900             0      2,765,400      2,765,400
U.S. Healthcare,                                                                                              
  Inc.                       100,000              0        100,000     4,125,000              0      4,125,000
United Healthcare                                                                                             
  Corp.                       80,000              0         80,000     3,610,000              0      3,610,000
                                                                      11,275,000     30,510,525     41,785,525
Hospital Management                                                                                           
HealthCare COMPARE                                                                                            
  Corp. (1)                   70,000              0         70,000     2,388,750              0      2,388,750
Quorum Health Group,                                                                                          
  Inc. (1)                         0        120,000        120,000             0      2,280,000      2,280,000
                                                                       2,388,750      2,280,000      4,668,750
Household Products                                                                                            
Colgate-Palmolive                                                                                             
  Co.                         40,000              0         40,000     2,535,000              0      2,535,000
Medical Products                                                                                              
Cordis Corp. (1)              75,000              0         75,000     4,537,500              0      4,537,500
Medtronic, Inc.               50,000              0         50,000     2,781,250              0      2,781,250
                                                                       7,318,750              0      7,318,750
Retail Stores: Drug                                                                                           
  Stores                                                                                                      
Revco D.S., Inc.                                                                                              
  (1)                              0        240,000        240,000             0      5,670,000      5,670,000
Tobacco                                                                                                       
Philip Morris Cos.,                                                                                           
  Inc.                        15,000              0         15,000       862,500              0        862,500
UST, Inc.                     95,000              0         95,000     2,636,250              0      2,636,250
                                                                       3,498,750              0      3,498,750
Energy                                                                                                        
Oil Well Services                                                                                             
  and Equipment                                                                                               
Halliburton Co.                    0        100,000        100,000             0      3,312,500      3,312,500
Industrial                                                                                                    
Commercial Services                                                                                           
Cintas Corp.                       0        140,000        140,000             0      4,970,000      4,970,000
Manpower, Inc.                     0        100,000        100,000             0      2,812,500      2,812,500

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Reynolds & Reynolds                                                                                           
  Co., Cl. A                       0        150,000        150,000             0      3,750,000      3,750,000
Sensormatic                                                                                                   
  Electronics Corp.                0        200,000        200,000             0      7,200,000      7,200,000
                                                                               0     18,732,500     18,732,500
Conglomerates                                                                                                 
Canadian Pacific                                                                                              
  Ltd.                       150,000              0        150,000     2,250,000              0      2,250,000
Electrical Equipment                                                                                          
General Electric Co.         100,000              0        100,000     5,100,000              0      5,100,000
Molex, Inc., Cl. A                 0        193,750        193,750             0      6,006,250      6,006,250
                                                                       5,100,000      6,006,250     11,106,250
Manufacturing:                                                                                                
  Diversified                                                                                                 
  Industrials                                                                                                 
Mark IV Industries,                                                                                           
  Inc.                        20,000              0         20,000       395,000              0        395,000
Railroads                                                                                                     
Illinois Central                                                                                              
  Corp.                       30,000              0         30,000       922,500              0        922,500
Southern Pacific                                                                                              
  Rail Corp. (1)                   0        188,000        188,000             0      3,407,500      3,407,500
                                                                         922,500      3,407,500      4,330,000
Financial                                                                                                     
Commercial Finance                                                                                            
MBNA Corp.                    40,000              0         40,000       935,000              0        935,000
Financial Services:                                                                                           
  Miscellaneous                                                                                               
Advanta Corp., Cl. A         175,000              0        175,000     4,593,750              0      4,593,750
Advanta Corp., Cl. B               0        170,000        170,000             0      4,292,500      4,292,500
Bear Stearns Cos.,                                                                                            
  Inc. (The)                  90,000              0         90,000     1,383,750              0      1,383,750
Countrywide Credit                                                                                            
  Industries, Inc.            20,000              0         20,000       260,000              0        260,000
Federal Home Loan                                                                                             
  Mortgage Corp.              15,000              0         15,000       757,500              0        757,500
Federal National                                                                                              
  Mortgage Assn.              45,000              0         45,000     3,279,375              0      3,279,375
First USA, Inc.               65,000        125,000        190,000     2,136,875      4,109,375      6,246,250
Green Tree Financial                                                                                          
  Corp.                      190,000         90,000        280,000     5,771,250      2,733,750      8,505,000
PaineWebber Group,                                                                                            
  Inc.                       156,800              0        156,800     2,352,000              0      2,352,000
Student Loan                                                                                                  
  Marketing Assn.             75,000              0         75,000     2,437,500              0      2,437,500
Sunamerica, Inc.             125,100              0        125,100     4,534,875              0      4,534,875
Travelers, Inc.               75,000              0         75,000     2,437,500              0      2,437,500
                                                                      29,944,375     11,135,625     41,080,000
Insurance: Life                                                                                               
AFLAC, Inc.                  159,750              0        159,750     5,112,000              0      5,112,000
Equitable of Iowa                                                                                             
  Cos., Inc.                       0         40,000         40,000             0      1,130,000      1,130,000
NWNL Companies, Inc.          60,000              0         60,000     1,740,000              0      1,740,000
                                                                       6,852,000      1,130,000      7,982,000
Major Banks: Other                                                                                            
Bank of Boston Corp.         175,000              0        175,000     4,528,125              0      4,528,125
Major Banks:                                                                                                  
  Regional                                                                                                    
First Interstate                                                                                              
  Bancorp                     40,000         40,000         80,000     2,705,000      2,705,000      5,410,000
KeyCorp                      100,000              0        100,000     2,500,000              0      2,500,000
Midlantic Corp.              100,000              0        100,000     2,650,000              0      2,650,000
NationsBank Corp.            100,000              0        100,000     4,512,500              0      4,512,500
Northern Trust Corp.          10,000              0         10,000       350,000              0        350,000
Shawmut National                                                                                              
  Corp.                      245,000              0        245,000     4,011,875              0      4,011,875
Signet Banking Corp.         155,000              0        155,000     4,436,875              0      4,436,875
SouthTrust Corp.             157,500              0        157,500     2,835,000              0      2,835,000
SunTrust Banks, Inc.          10,000              0         10,000       477,500              0        477,500
                                                                      24,478,750      2,705,000     27,183,750
Money Center Banks                                                                                            
Chase Manhattan                                                                                               
  Corp.                       33,500              0         33,500     1,151,563              0      1,151,563
Savings and                                                                                                   
  Loans/Holding Cos.                                                                                          
California Federal                                                                                            
  Bank (1)                   190,000              0        190,000     2,066,250              0      2,066,250
Technology                                                                                                    

                                      4                                                                       

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Communication:                                                                                                
  Equipment/                                                                                                  
  Manufacturers                                                                                               
Andrew Corp. (1)                   0        100,000        100,000             0      5,225,000      5,225,000
DSC Communications                                                                                            
  Corp. (1)                        0         60,000         60,000             0      2,152,500      2,152,500
Tellabs, Inc. (1)                  0         80,000         80,000             0      4,460,000      4,460,000
                                                                               0     11,837,500     11,837,500
Computer Software                                                                                             
  and Services                                                                                                
Automatic Data                                                                                                
  Processing, Inc.            35,000              0         35,000     2,047,500              0      2,047,500
BMC Software, Inc.                                                                                            
  (1)                        100,000              0        100,000     5,687,500              0      5,687,500
Computer Associates                                                                                           
  International,                                                                                              
  Inc.                        65,000              0         65,000     3,152,500              0      3,152,500
Computer Sciences                                                                                             
  Corp. (1)                   23,100              0         23,100     1,178,100              0      1,178,100
Compuware Corp.                                                                                               
  (1)                              0        126,000        126,000             0      4,536,000      4,536,000
CUC International,                                                                                            
  Inc. (1)                         0        140,000        140,000             0      4,690,000      4,690,000
First Data Corp.                   0        200,000        200,000             0      9,475,000      9,475,000
First Financial                                                                                               
  Management Corp.                 0         20,000         20,000             0      1,232,500      1,232,500
General Motors                                                                                                
  Corp., Cl. E                25,000              0         25,000       962,500              0        962,500
Informix Corp. (1)                 0         50,000         50,000             0      1,606,250      1,606,250
Lotus Development                                                                                             
  Corp. (1)                        0         80,000         80,000             0      3,280,000      3,280,000
Microsoft Corp.                                                                                               
  (1)                        100,000              0        100,000     6,112,500              0      6,112,500
Novell, Inc. (1)              35,000              0         35,000       599,375              0        599,375
Oracle Systems Corp.                                                                                          
  (1)                              0         60,600         60,600             0      2,673,975      2,673,975
Pyxis Corp. (1)                    0        210,000        210,000             0      3,990,000      3,990,000
Sybase, Inc. (1)              20,000              0         20,000     1,040,000              0      1,040,000
                                                                      20,779,975     31,483,725     52,263,700
Computer Systems                                                                                              
American Power                                                                                                
  Conversion Corp.                                                                                            
  (1)                        115,000         65,000        180,000     1,883,125      1,064,375      2,947,500
Cabletron Systems,                                                                                            
  Inc. (1)                    50,000         57,500        107,500     2,325,000      2,673,750      4,998,750
Compaq Computer                                                                                               
  Corp. (1)                   90,000              0         90,000     3,555,000              0      3,555,000
EMC Corp. (1)                      0        370,000        370,000             0      8,001,250      8,001,250
Quantum Corp. (1)             94,000              0         94,000     1,421,750              0      1,421,750
Seagate Technology                                                                                            
  (1)                         20,000              0         20,000       480,000              0        480,000
3Com Corp. (1)               100,000              0        100,000     5,156,250              0      5,156,250
Western Digital                                                                                               
  Corp. (1)                  375,000              0        375,000     6,281,250              0      6,281,250
                                                                      21,102,375     11,739,375     32,841,750
Electronics:                                                                                                  
  Instrumentation                                                                                             
Linear Technology                                                                                             
  Corp.                       60,000              0         60,000     2,970,000              0      2,970,000
Teradyne, Inc. (1)                 0        100,000        100,000             0      3,387,500      3,387,500
                                                                       2,970,000      3,387,500      6,357,500
Electronics:                                                                                                  
  Semiconductors                                                                                              
Intel Corp.                  125,000              0        125,000     7,984,375              0      7,984,375
Novellus Systems,                                                                                             
  Inc. (1)                     7,500              0          7,500       375,000              0        375,000
VLSI Technology,                                                                                              
  Inc. (1)                    35,000              0         35,000       420,000              0        420,000
                                                                       8,779,375              0      8,779,375
Telecommunications                                                                                            
ALC Communications                                                                                            
  Corp. (1)                        0        190,000        190,000             0      5,913,750      5,913,750
AT & T Corp.                  80,000              0         80,000     4,020,000              0      4,020,000
LDDS Communications,                                                                                          
  Inc. (1)                         0        281,774        281,774             0      5,476,982      5,476,982
                                                                       4,020,000     11,390,732     15,410,732
Utilities                                                                                                     
Electric Companies                                                                                            
Empresa Nacional de                                                                                           
  Electricidad SA,                                                                                            
  Sponsored ADR               50,000              0         50,000     2,025,000              0      2,025,000
Telephone                                                                                                     
Telefonos de Mexico                                                                                           
  SA, Sponsored ADR           50,000              0         50,000     2,050,000              0      2,050,000

                                      5                                                                       

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Total Common Stocks                                                                                           
  (Cost                                                                                                       
  $185,188,215,                                                                                               
  $220,147,018,                                                                                               
  Combined                                                                                                    
  $405,335,233)                                                      236,614,138    262,872,882    499,487,020
Preferred Stocks                                                                                              
AK Steel Holding                                                                                              
  Corp., 7% Cv.                                                                                               
  Stock Appreciation                                                                                          
  Income Linked                                                                                               
  Securities (Cost                                                                                            
  $1,537,500)                    0         50,000         50,000               0      1,562,500      1,562,500

                                             Units                                                            
Rights, Warrants and                                                                                          
  Certificates                                                                                                
Viacom, Inc., Cl. B                                                                                           
  Rts., Exp. 9/95                0         95,000         95,000               0        106,875        106,875
Windmere Corp. Wts.,                                                                                          
  Exp. 1/98                      0          4,727          4,727               0              0              0
Xoma Corp. Wts.,                                                                                              
  Exp. 6/95                      0          5,511          5,511               0            524            524
Total Rights,                                                                                                 
  Warrants and                                                                                                
  Certificates (Cost                                                                                          
  $143,878)                                                                    0        107,399        107,399

Total Investments,                                                                                            
  at Value (Cost                                                                                              
  $251,588,215,                                                                                               
  $281,347,553,                                                                                               
  Combined                                                                                                    
  $532,935,768)                100.1%          99.4%                 303,014,138    324,451,906    627,466,044

Liabilities in                                                                                                
  Excess of Other                                                                                             
  Assets/Other                                                                                                
  Assets Net of                                                                                               
  Liabilities                   (0.1)           0.6                     (249,914)     1,958,395      1,708,482

Net Assets                     100.0%         100.0%                $302,764,224   $326,410,301   $629,174,525


1. Non-income producing security.                                               

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                           OPPENHEIMER TARGET FUND

                           FORM N-14

                          PART C

                           OTHER INFORMATION

Item 15.  Indemnification                                                       

             Reference is made to Article VIII of Registrant's Agreement and
            Declaration of Trust filed as Exhibit 24(b)(1) to Registrant's
          Registration Statement and incorporated herein by reference.

          Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to trustees, officers
             and controlling persons of Registrant pursuant to the foregoing
              provisions or otherwise, Registrant has been advised that in the
    opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed in the
              Securities Act of 1933 and is, therefore, unenforceable.  In the
             event that a claim for indemnification against such liabilities
           (other than the payment by Registrant of expenses incurred or
            paid by a trustee, officer or controlling person of Registrant
             in the successful defense of any action, suit or proceeding) is
      asserted by such trustee, officer or controlling person,
              Registrant will, unless in the opinion of its counsel the matter
             has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in
          the Securities Act of 1933 and will be governed by the final
adjudication of such issue.                       

Item 16.       Exhibits                                                         

      (1) (i)  Amended and Restated Declaration of Trust dated
                4/28/93; Filed with Post-Effective Amendment No.
                  27 to Registrant's Registration Statement, 3/2/94,
   and incorporated herein by reference.

          (ii)  Amendment No. 1 dated 8/24/93 to the Amended and
                Restated Declaration of Trust - Filed with Post-
              Effective Amendment No. 27 to the Registrant's
                  Statement No. 27, 2/25/94, and incorporated herein
by reference.                   

(2) By-Laws adopted 8/6/87: Previously filed with   
          Registrant's Form SE for its Form N-SAR for the fiscal
    year ending 12/31/87, and incorporated herein by
reference.                                  

(3) Not applicable.                                 

       (4) Agreement and Plan of Reorganization:  See Exhibit A to
Part A of this Registration Statement.      

  (5) Specimen Share Certificate:  Previously filed with
            Registrant's Post-Effective Amendment No. 27, 3/2/94 and
incorporated herein by reference.             

       (6) Investment Advisory Agreement dated 6/20/91: Previously
            filed with Registrant's Post-Effective Amendment No. 23,
2/8/92, and incorporated herein by reference. 

   (7) (i) General Distributor's Agreement dated 12/10/92:
             Previously filed with Registrant's Post-Effective
             Amendment No. 27, 3/2/94, and incorporated herein
by reference.                       

        (ii)  Prototype Oppenheimer Fund Management, Inc. Dealer
           Agreement: Previously filed with Post-Effective
             Amendment No. 14 to the Registration Statement of
             Oppenheimer Main Street Funds, Inc. (Reg. No. 33-
       17850), 9/30/94, and incorporated herein by
reference.                          

       (iii)  Prototype Oppenheimer Fund Management, Inc. Broker
           Agreement: Previously filed with Post-Effective
              Amendment No. 14 of Oppenheimer Main Street Funds,
               Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.                

        (iv)  Prototype Oppenheimer Fund Management, Inc. Agency
           Agreement: Previously filed with Post-Effective
              Amendment No. 14 of Oppenheimer Main Street Funds,
               Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.                

(v)  Broker Agreement between Oppenheimer Fund
            Management, Inc. and Newbridge Securities, dated
         10/1/86: Previously filed with Post-Effective
             Amendment No. 25 of Oppenheimer Growth Fund (Reg.
              No. 2-45272), 11/1/86, refiled with Post-Effective
             Amendment No. 45 of Oppenheimer Growth Fund (Reg.
          No. 2-45272), 8/22/94, pursuant to Item 102 of
      Regulation S-T, and incorporated herein by
reference.                          

       (8)  Retirement Plan for Non-Interested Trustees or Directors
         (adopted by Registrant - 6/7/90): Previously filed with
       Post-Effective Amendment No. 97 of Oppenheimer Fund
           (Reg. No. 2-14586), 8/30/90, and incorporated herein by
reference.                                  

(9)  Custody Agreement dated November 12, 1992 between
         Registrant and The Bank of New York: Previously filed
      with Registrant's Post-Effective Amendment No. 25,
  4/23/93, and incorporated herein by reference.

      (10)  Service Plan and Agreement dated 6/10/93 under Rule 12b-
   1 of the Investment Company Act of 1940 for Class A
  shares distribution: Filed with Registrant's Post-
    Effective Amendment No. 28, 4/29/94 and incorporated
    herein by reference, Distribution Plan and Agreement
        dated 12/1/93 under Rule 12b-1 of the Investment Company
          Act of 1940 for Class C shares distribution:  Filed with
       Registrant's Post-Effective Amendment No. 27, 3/2/94,
and incorporated herein by reference.         

     (11)  Opinion and Consent of Counsel dated 5/1/87: Previously
          filed with Registrant's Pre-Effective Amendment No. 1,
 5/1/87, and incorporated herein by reference.

      (12)  Tax Opinion Relating to the Reorganization:  To be filed
by amendment.                               

(13)  Not applicable.                                   

(14)  Consent of KPMG Peat Marwick LLP:  Filed herewith.

(15)  Not applicable.                                   

(16)  Not applicable                                    

(17)  Declaration of Registrant under Rule 24f-2:  Filed
herewith.                                   

Item 17.       Undertakings                                                     

(1)      Not applicable.                          

(2)      Not applicable.                          

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                          SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the           
Investment Company Act of 1940, the Registrant has duly caused this             
Registration Statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in the City of New York and State of New York        
on the 13th day of April, 1995.                                                 

           OPPENHEIMER TARGET FUND

                 By: /s/ Donald W. Spiro
                     ---------------------------
                    Donald W. Spiro, President

Attest:                                                                         
/s/ Andrew J. Donohue                                                           
_ _ _ _ _ _ _ _ _ _ _ _                                                         
Andrew J. Donohue, Secretary                                                    

Pursuant to the requirements of the Securities Act of 1933, this                
Registration Statement has been signed below by the following persons in        
the capacities on the dates indicated:                                          

Signatures                       Title                Date                      
----------                       -----                ----                      

/s/ George Bowen                 Chairman of the      April 13, 1995            
_________________                Board of Trustees                              
George Bowen                                                                    

/s/ Leo Cherne                   Trustee              April 13, 1995            
---------------                                                                 
Leo Cherne                                                                      

/s/ Edmund T. Delaney            Trustee              April 13, 1995            
----------------------                                                          
Edmund T. Delaney                                                               

/s/ Robert G. Galli              Trustee              April 13, 1995            
-------------------                                                             
Robert G. Galli                                                                 

/s/ Leon Levy                    Chairman of the                                
--------------                   Board of Trustees    April 13, 1995            
Leon Levy                                                                       

/s/ Benjamin Lipstein            Trustee              April 13, 1995            
----------------------                                                          
Benjamin Lipstein                                                               

/s/ Elizabeth B. Moynihan        Trustee              April 13, 1995            
--------------------------                                                      
Elizabeth B. Moynihan                                                           

/s/ Kenneth A. Randall           Trustee              April 13, 1995            
-----------------------                                                         
Kenneth A. Randall                                                              

/s/ Edward V. Regan              Trustee              April 13, 1995            
--------------------                                                            
Edward V. Regan                                                                 

/s/ Sidney M. Robbins            Trustee              April 13, 1995            
----------------------                                                          
Sidney M. Robbins                                                               

/s/ Russell S. Reynolds, Jr.     Trustee              April 13, 1995            
-----------------------------                                                   
Russell S. Reynolds, Jr.                                                        

/s/ Donald W. Spiro              President, Principal                           
--------------------             Executive Officer                              
Donald W. Spiro                  and Trustee          April 13, 1995            

/s/ Pauline Trigere              Trustee              April 13, 1995            
--------------------                                                            
Pauline Trigere                                                                 

/s/ Clayton K. Yeutter           Trustee              April 13, 1995            
-----------------------                                                         
Clayton K. Yeutter                                                              

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                           OPPENHEIMER TARGET FUND

                           EXHIBIT INDEX

Form N-14                                                                       
Item No.                                                                        
---------                                                                       

14             Independent Auditors' Consent                                    

17             Declaration of the Registrant under Rule 24f-2                   

Dates Referenced Herein   and   Documents Incorporated by Reference

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