OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street New York, New York 10281 August 30, 2007 VIA EDGAR Securities and Exchange Commission Mail Stop 0-7, Filer Support 6432 General Green Way Alexandria, Virginia 22312 Re: Registration Statement on Form N-14 for Oppenheimer Capital Appreciation Fund; Proxy Materials for Oppenheimer Growth Fund File No. 333-144755 To the Securities and Exchange Commission: Enclosed for filing with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "1933 Act"), is Pre-effective Amendment No. 4 to the Registration Statement on Form N-14 (the "Registration Statement") of Oppenheimer Capital Appreciation Fund. This Pre-Effective Amendment is being filed to (i) revise the pro forma financial statements in Part B of the Registration Statement, and (ii) include updated consents of the funds' Independent Registered Public Accounting Firm. The undersigned hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Staff is requested to address any comments or questions you may have on this filing to: Amee Kantesaria Assistant Vice President & Assistant Counsel OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street New York, NY 10281 212.323.5217 akantesaria@oppenheimerfunds.com Thank you for your assistance. Sincerely, /s/ Amee Kantesaria ------------------- Amee Kantesaria Assistant Vice President and Assistant Counsel Tel.: 212.323.5217 Fax: 212.323.4070 cc: Mr. Vincent Di Stefano, Securities and Exchange Commission
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N-14/A Filing
Oppenheimer Capital Appreciation Fund N-14/ARegistration statement for investment companies business combination (amended)
Filed: 30 Aug 07, 12:00am