Oppenheimer Main Street Funds N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-5360

Oppenheimer Main Street Funds, Inc.

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end:  August 31

Date of reporting period:  02/28/2009

Item 1.  Reports to Stockholders.

Convert toSET AT PN 100 AND UP E2 February 28, 2009 Management Oppenheimer Commentaries MAIN STREET FUND^® and            Semiannual Report M A N A G E M E N T C O M M E N TA R I E S An Interview with Your Fund’s Managers Listing of Top Holdings S E M I A N N U A L R E P O RT Listing of Investments Financial Statements

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Oil, Gas & Consumable Fuels	16.9	%
Software	6.0
Computers & Peripherals	5.8
Semiconductors & Semiconductor Equipment	5.4
Pharmaceuticals	5.2
Energy Equipment & Services	3.8
Aerospace & Defense	3.6
Communications Equipment	3.5
Insurance	3.5
Machinery	3.4

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2009, and are based on net assets.

Top Ten Common Stock Holdings
Exxon Mobil Corp.	4.6	%
Microsoft Corp.	2.3
Chevron Corp.	2.3
International Business Machines Corp.	2.2
AT&T, Inc.	1.8
Intel Corp.	1.8
Cisco Systems, Inc.	1.8
Hewlett-Packard Co.	1.7
Johnson & Johnson	1.6
Occidental Petroleum Corp.	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2009, and are based on net assets. For up-to-date Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

9 | OPPENHEIMER MAIN STREET FUND

TOP HOLDINGS AND ALLOCATIONS

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2009, and are based on the total market value of common stocks.

10 | OPPENHEIMER MAIN STREET FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 2/3/88. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 10/3/94. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 12/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

11 | OPPENHEIMER MAIN STREET FUND

NOTES

Class Y shares of the Fund were first publicly offered on 11/1/96. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

12 | OPPENHEIMER MAIN STREET FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended February 28, 2009.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement

13 | OPPENHEIMER MAIN STREET FUND

FUND EXPENSES Continued

of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	September 1, 2008		February 28, 2009		February 28, 2009
Actual
Class A	$	1,000.00	$	575.80	$	4.04
Class B		1,000.00		573.60		7.14
Class C		1,000.00		573.80		6.95
Class N		1,000.00		575.20		5.02
Class Y		1,000.00		577.50		1.96
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.69		5.17
Class B		1,000.00		1,015.77		9.14
Class C		1,000.00		1,016.02		8.89
Class N		1,000.00		1,018.45		6.43
Class Y		1,000.00		1,022.32		2.51

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended February 28, 2009 are as follows:

Class	Expense Ratios
Class A		1.03	%
Class B		1.82
Class C		1.77
Class N		1.28
Class Y		0.50

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

14 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS February 28, 2009 / Unaudited

	Shares		Value
Common Stocks—99.2%
Consumer Discretionary—8.7%
Auto Components—0.4%
ArvinMeritor, Inc.1		123,927	$	78,074
Autoliv, Inc.		191,400		2,848,032
BorgWarner, Inc.1		164,000		2,829,000
Exide Technologies2		21,600		70,416
Federal-Mogul Corp.2		2,000		12,940
Gentex Corp.		202,800		1,622,400
Goodyear Tire & Rubber Co. (The)2		487,008		2,162,316
Johnson Controls, Inc.		508,400		5,785,592
Lear Corp.2		134,074		80,444
TRW Automotive Holdings Corp.2		390,600		980,406
WABCO Holdings, Inc.		229,700		2,324,564
				18,794,184
Automobiles—0.1%
Thor Industries, Inc.1		167,522		1,794,161
Diversified Consumer Services—0.2%
Brink’s Home Security Holdings, Inc.2		43,000		901,710
Career Education Corp.1,2		166,209		4,100,376
Corinthian Colleges, Inc.2		82,741		1,629,998
Hillenbrand, Inc.		9,900		166,023
Regis Corp.		55,900		704,340
Service Corp. International		345,900		1,169,142
				8,671,589
Hotels, Restaurants & Leisure—0.8%
Ameristar Casinos, Inc.		35,300		347,352
Bally Technologies, Inc.2		30,500		567,300
Bob Evans Farms, Inc.		91,500		1,690,005
Boyd Gaming Corp.1		351,900		1,495,575
Brinker International, Inc.		282,800		3,110,800
Carnival Corp.		247,940		4,849,706
CEC Entertainment, Inc.2		120,289		2,808,748
Chipotle Mexican Grill, Inc., Cl. B2		2,502		125,500
International Game Technology		43,900		387,198
International Speedway Corp., Cl. A		39,400		761,602
Interval Leisure Group, Inc.2		56,620		226,480
Jack in the Box, Inc.1,2		103,500		2,012,040
Life Time Fitness, Inc.1,2		61,042		522,520
McDonald’s Corp.		140,900		7,362,025
Papa John’s International, Inc.2		23,000		509,450
Royal Caribbean Cruises Ltd.1		145,500		873,000
Sonic Corp.2		77,000		693,000
Speedway Motorsports, Inc.		48,613		577,036
Vail Resorts, Inc.2		77,500		1,463,200
WMS Industries, Inc.1,2		144,200		2,614,346
Wyndham Worldwide Corp.		403,920		1,490,465
				34,487,348
Household Durables—0.3%
American Greetings Corp., Cl. A		138,744		517,515
Centex Corp.		171,092		1,062,481
Harman International Industries, Inc.		199,810		2,121,982

F1 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Household Durables Continued
Jarden Corp.2		32,740	$	332,311
KB Home		79,354		706,251
Lennar Corp., Cl. A1		255,300		1,705,404
Meritage Homes Corp.1,2		42,100		417,632
Ryland Group, Inc. (The)1		108,200		1,528,866
Snap-On, Inc.		95,400		2,250,486
Stanley Works (The)		93,600		2,504,736
Tempur-Pedic International, Inc.1		207,245		1,272,484
Whirlpool Corp.1		13,700		304,551
				14,724,699
Internet & Catalog Retail—0.4%
Expedia, Inc.2		428,000		3,411,160
HSN, Inc.2		71,020		303,255
Liberty Media Corp.-Interactive, Series A		750,400		2,431,296
NetFlix.com, Inc.1,2		109,800		3,968,172
Priceline.com, Inc.1,2		63,600		5,397,096
Ticketmaster Entertainment, Inc.2		71,020		347,288
				15,858,267
Leisure Equipment & Products—0.1%
Brunswick Corp.1		368,769		1,139,496
Callaway Golf Co.		260,645		1,764,567
Eastman Kodak Co.1		82,000		261,580
Polaris Industries, Inc.1		76,300		1,404,683
				4,570,326
Media—3.0%
Arbitron, Inc.		5,500		71,170
Cablevision Systems Corp. New York Group, Cl. A		217,500		2,825,325
CBS Corp., Cl. B1		2,653,700		11,331,299
Central European Media Enterprises Ltd., Cl. A1,2		15,545		98,866
Clear Channel Outdoor Holdings, Inc., Cl. A2		123,600		401,700
Cox Radio, Inc., Cl. A1,2		69,338		373,038
DirecTV Group, Inc. (The)1,2		552,552		11,017,887
Dish Network Corp., Cl. A2		381,700		4,294,125
DreamWorks Animation SKG, Inc., Cl. A2		118,300		2,282,007
Gannett Co., Inc.1		314,200		1,018,008
Harte-Hanks, Inc.		64,200		360,162
Hearst-Argyle Television, Inc.		10,100		17,271
Lamar Advertising Co., Cl. A1,2		136,900		947,348
Liberty Media Corp.-Entertainment, Series A		202,700		3,510,764
Liberty Media Holding Corp.- Capital, Series A2		65,700		337,698
McGraw-Hill Cos., Inc. (The)1		385,700		7,609,861
Meredith Corp.1		202,164		2,597,807
News Corp., Inc., Cl. A		2,572,980		14,305,769
Scholastic Corp.		105,300		1,159,353
Time Warner, Inc.1		5,580,940		42,582,572
Viacom, Inc., Cl. B2		335,838		5,168,547
Walt Disney Co. (The)		1,093,000		18,329,610
Warner Music Group Corp.1,2		101,481		176,577
				130,816,764
Multiline Retail—0.4%
Big Lots, Inc.1,2		67,800		1,051,578

F2 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Multiline Retail Continued
Dillard’s, Inc., Cl. A		366,000	$	1,299,300
Dollar Tree, Inc.1,2		105,500		4,095,510
Kohl’s Corp.1,2		180,880		6,356,123
Nordstrom, Inc.1		203,100		2,735,757
				15,538,268
Specialty Retail—2.4%
Aaron Rents, Inc.		55,200		1,326,456
Abercrombie & Fitch Co., Cl. A1		174,306		3,832,989
Aeropostale, Inc.2		278,300		6,453,777
American Eagle Outfitters, Inc.		339,400		3,312,544
AnnTaylor Stores Corp.2		417,340		2,746,097
AutoNation, Inc.1,2		366,300		3,655,674
Barnes & Noble, Inc.1		204,600		3,670,524
bebe stores, inc.		81,900		422,604
Best Buy Co., Inc.1		401,600		11,574,112
Buckle, Inc. (The)1		117,600		2,790,648
Chico’s FAS, Inc.2		29,200		132,276
Children’s Place Retail Stores, Inc.1,2		163,063		2,980,792
Dress Barn, Inc. (The)1,2		235,721		2,338,352
Foot Locker, Inc.		272,300		2,262,813
Gap, Inc. (The)		1,667,610		17,993,512
Guess?, Inc.		114,800		1,844,836
Gymboree Corp.2		50,700		1,304,004
Home Depot, Inc. (The)		271,500		5,671,635
Limited Brands, Inc.1		429,100		3,299,779
Lowe’s Cos., Inc.		96,700		1,531,728
Men’s Wearhouse, Inc. (The)1		189,600		2,024,928
Office Depot, Inc.2		746,600		783,930
OfficeMax, Inc.		44,000		168,080
Penske Automotive Group, Inc.1		132,700		751,082
RadioShack Corp.		232,300		1,702,759
Rent-A-Center, Inc.2		176,115		3,085,535
Ross Stores, Inc.		48,000		1,416,960
Sally Beauty Holdings, Inc.1,2		237,000		917,190
Sherwin-Williams Co.1		74,900		3,441,655
Signet Jewelers Ltd.		3,600		26,640
Talbots, Inc. (The)1		138,822		352,608
TJX Cos., Inc. (The)		130,052		2,896,258
Tractor Supply Co.1,2		86,200		2,692,888
Urban Outfitters, Inc.2		64,020		1,065,293
Williams-Sonoma, Inc.1		433,200		3,781,836
Zale Corp.1,2		151,266		189,083
				104,441,877
Textiles, Apparel & Luxury Goods—0.6%
Carter’s, Inc.2		104,500		1,704,395
Coach, Inc.2		295,200		4,126,896
Fossil, Inc.2		146,370		1,847,189
Jones Apparel Group, Inc.		315,130		847,700
Liz Claiborne, Inc.		602,904		1,682,102
Phillips/Van Heusen Corp.		155,199		2,571,647
Polo Ralph Lauren Corp., Cl. A1		69,000		2,378,430
Quicksilver, Inc.2		257,444		321,805
Skechers USA, Inc., Cl. A2		74,410		474,736
Timberland Co., Cl. A2		179,786		2,022,593
UniFirst Corp.		17,700		424,092
Warnaco Group, Inc. (The)2		238,070		5,154,216
Wolverine World Wide, Inc.		72,200		1,094,552
				24,650,353

F3 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Consumer Staples—6.0%
Beverages—1.2%
Coca-Cola Co. (The)		707,700	$	28,909,545
PepsiCo, Inc.1		444,590		21,402,563
				50,312,108
Food & Staples Retailing—2.2%
Casey’s General Stores, Inc.		84,800		1,688,368
CVS Caremark Corp.		219,900		5,660,226
Kroger Co. (The)		582,401		12,038,229
Safeway, Inc.1		1,491,200		27,587,200
SUPERVALU, Inc.		103,600		1,617,196
Sysco Corp.		80,500		1,730,750
Wal-Mart Stores, Inc.		853,700		42,036,188
Weis Markets, Inc.		8,900		246,975
Whole Foods Market, Inc.1		96,600		1,173,690
Winn-Dixie Stores, Inc.2		15,233		147,303
				93,926,125
Food Products—0.2%
Bunge Ltd.1		17,400		815,712
Darling International, Inc.2		60,600		262,398
Del Monte Foods Co.		89,700		641,355
Fresh Del Monte Produce, Inc.2		21,000		394,380
Kraft Foods, Inc., Cl. A		228,000		5,193,840
Ralcorp Holdings, Inc.2		23,000		1,393,800
				8,701,485
Household Products—1.5%
Kimberly-Clark Corp.		37,700		1,776,047
Procter & Gamble Co. (The)		1,337,846		64,444,042
				66,220,089
Personal Products—0.1%
Chattem, Inc.1,2		5,000		317,150
Herbalife Ltd.		195,700		2,669,348
NBTY, Inc.2		95,369		1,418,137
Nu Skin Asia Pacific, Inc., Cl. A		61,700		579,980
				4,984,615
Tobacco—0.8%
Altria Group, Inc.		339,900		5,248,056
Philip Morris International, Inc.		932,100		31,197,387
Universal Corp.		11,600		333,384
				36,778,827
Energy—20.7%
Energy Equipment & Services—3.8%
Baker Hughes, Inc.		548,100		16,064,811
Basic Energy Services, Inc.2		58,359		368,245
BJ Services Co.		258,800		2,502,596
Complete Production Services, Inc.1,2		276,482		843,270
Diamond Offshore Drilling, Inc.1		111,300		6,971,832
Dresser-Rand Group, Inc.		189,650		3,984,547
Dril-Quip, Inc.2		47,690		1,002,444
ENSCO International, Inc.		131,200		3,224,896
Exterran Holdings, Inc.1,2		85,935		1,555,424
Gulfmark Offshore, Inc.2		39,500		825,155
Halliburton Co.		843,400		13,755,854
Helix Energy Solutions Group, Inc.2		181,160		563,408
Helmerich & Payne, Inc.		99,200		2,347,072
Hercules Offshore, Inc.2		14,600		21,024

F4 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Energy Equipment & Services Continued
ION Geophysical Corp.2		13,900	$	14,873
Key Energy Services, Inc.2		506,434		1,352,179
Lufkin Industries, Inc.		8,100		266,085
Nabors Industries Ltd.1,2		243,000		2,359,530
National Oilwell Varco, Inc.2		458,800		12,263,724
Noble Corp.		1,060,400		26,075,236
Oceaneering International, Inc.2		91,200		2,897,424
Oil States International, Inc.2		211,300		2,814,516
Parker Drilling Co.2		266,000		425,600
Patterson-UTI Energy, Inc.		242,800		2,085,652
Precision Drilling Trust		21,544		59,461
Pride International, Inc.2		171,000		2,948,040
Schlumberger Ltd.		501,700		19,094,702
Seacor Holdings, Inc.1,2		47,200		2,827,752
Smith International, Inc.		22,600		485,448
Superior Energy Services, Inc.2		192,400		2,537,756
Tetra Technologies, Inc.2		42,200		120,692
Tidewater, Inc.		76,100		2,687,852
Transocean Ltd.1,2		261,700		15,641,809
Unit Corp.2		133,500		2,852,895
Weatherford International Ltd.2		824,900		8,801,683
				162,643,487
Oil, Gas & Consumable Fuels—16.9%
Anadarko Petroleum Corp.		1,258,700		43,991,565
Apache Corp.		763,860		45,136,487
Arena Resources, Inc.2		29,700		636,174
Berry Petroleum Co., Cl. A		120,300		799,995
Bill Barrett Corp.1,2		96,900		1,874,046
BPZ Resources, Inc.2		8,216		28,263
Carrizo Oil & Gas, Inc.1,2		38,900		413,896
Chesapeake Energy Corp.		434,100		6,789,324
Chevron Corp.		1,614,879		98,039,304
Cimarex Energy Co.		109,100		2,143,815
ConocoPhillips		1,634,986		61,066,727
Contango Oil & Gas Co.2		3,600		131,112
CVR Energy, Inc.2		52,900		249,688
Delta Petroleum Corp.1,2		25,930		53,416
Denbury Resources, Inc.2		247,100		3,182,648
Devon Energy Corp.		314,970		13,754,740
Encore Acquisition Co.2		91,100		1,829,288
Exxon Mobil Corp.		2,901,229		196,993,449
Foundation Coal Holdings, Inc.		117,677		1,892,246
Frontier Oil Corp.		312,700		4,268,355
Frontline Ltd.1		78,800		1,598,852
Hess Corp.		573,100		31,342,839
Holly Corp.		71,882		1,675,569
International Coal Group, Inc.1,2		23,900		38,957
Marathon Oil Corp.		1,243,635		28,939,386
Mariner Energy, Inc.2		240,500		2,224,625
Massey Energy Co.		183,200		2,115,960
McMoRan Exploration Co.1,2		85,642		393,097
Murphy Oil Corp.		594,500		24,856,045
Noble Energy, Inc.		392,500		17,874,450

F5 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Oil, Gas & Consumable Fuels Continued
Occidental Petroleum Corp.		1,324,426	$	68,697,977
Overseas Shipholding Group, Inc.		98,300		2,528,276
Pioneer Natural Resources Co.1		81,400		1,187,626
Plains Exploration & Production Co.2		151,500		2,899,710
Quicksilver Resources, Inc.1,2		106,119		636,714
Rosetta Resources, Inc.2		134,000		682,060
St. Mary Land & Exploration Co.		37,800		513,324
Stone Energy Corp.2		239,495		948,400
Sunoco, Inc.		120,300		4,024,035
Swift Energy Co.1,2		145,315		1,044,815
Tesoro Corp.1		269,200		3,973,392
Valero Energy Corp.		1,780,200		34,500,276
W&T Offshore, Inc.1		196,657		1,583,089
Whiting Petroleum Corp.2		24,000		559,200
Williams (Clayton) Energy, Inc.2		3,905		97,859
XTO Energy, Inc.		408,300		12,926,778
				731,137,849
Financials—7.4%
Capital Markets—1.6%
Affiliated Managers Group, Inc.		21,100		759,178
Ameriprise Financial, Inc.		177,300		2,826,162
BlackRock, Inc.1		38,900		3,765,909
Cohen & Steers, Inc.		3,100		27,869
E*TRADE Financial Corp.2		576,600		461,280
Eaton Vance Corp.		24,600		425,580
Franklin Resources, Inc.		184,700		8,459,260
GAMCO Investors, Inc., Cl. A		12,807		371,403
Goldman Sachs Group, Inc. (The)		212,200		19,327,176
Greenhill & Co., Inc.1		33,700		2,177,020
Investment Technology Group, Inc.2		43,200		841,104
Janus Capital Group, Inc.		295,900		1,304,919
Jefferies Group, Inc.1		59,100		584,499
KBW, Inc.2		47,000		667,870
Knight Capital Group, Inc., Cl. A2		186,300		3,277,017
Lazard Ltd., Cl. A		50,300		1,221,284
Legg Mason, Inc.		180,000		2,309,400
Morgan Stanley		165,500		3,233,870
Piper Jaffray Cos., Inc.2		65,660		1,443,863
SEI Investments Co.		107,600		1,273,984
Stifel Financial Corp.2		4,600		151,524
T. Rowe Price Group, Inc.1		315,400		7,172,196
TD Ameritrade Holding Corp.2		666,100		7,906,607
Virtus Investment Partners, Inc.1,2		6,320		31,600
Waddell & Reed Financial, Inc., Cl. A		17,900		252,748
				70,273,322
Commercial Banks—0.9%
Cathay Bancorp, Inc.1		64,900		630,828
Colonial BancGroup, Inc. (The)1		197,305		88,787
East West Bancorp, Inc.1		203,895		1,449,693
First BanCorp1		59,800		248,768

F6 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Commercial Banks Continued
First Horizon National Corp.		427,814	$	3,923,054
First Midwest Bancorp, Inc.1		44,352		333,527
FirstMerit Corp.		6,900		101,499
Hancock Holding Co.1		15,600		442,416
International Bancshares Corp.1		8,800		88,088
National Penn Bancshares, Inc.1		61,500		455,715
Old National Bancorp		23,700		276,579
Pacific Capital Bancorp		210,900		1,526,916
PacWest Bancorp		90,036		1,231,692
Park National Corp.1		1,120		54,152
Popular, Inc.1		551,400		1,240,650
Regions Financial Corp.		714,024		2,441,962
Trustmark Corp.1		13,100		233,049
U.S. Bancorp		740,300		10,593,693
UCBH Holdings, Inc.1		215,394		344,630
United Community Banks, Inc.1		42,318		146,420
Webster Financial Corp.1		204,832		794,748
Wells Fargo & Co.1		941,020		11,386,342
Zions Bancorp1		176,302		1,651,950
				39,685,158
Consumer Finance—0.2%
AmeriCredit Corp.1,2		267,800		1,031,030
Capital One Financial Corp.		42,900		516,945
Cash America International, Inc.		124,744		1,796,314
Discover Financial Services1		560,069		3,209,195
Nelnet, Inc., Cl. A2		43,400		221,340
Student Loan Corp. (The)		10,000		377,200
				7,152,024
Diversified Financial Services—1.2%
Bank of America Corp.1		2,382,639		9,411,424
CIT Group, Inc.		608,000		1,489,600
Interactive Brokers Group, Inc., Cl. A2		145,982		2,051,047
JPMorgan Chase & Co.		1,301,696		29,743,754
NYSE Euronext		348,300		5,879,304
PHH Corp.1,2		92,800		892,736
Pico Holdings, Inc.2		1,500		32,760
				49,500,625
Insurance—3.5%
Allied World Assurance Holdings Ltd.		92,900		3,568,289
Allstate Corp.		230,500		3,879,315
American Financial Group, Inc.		205,700		3,200,692
American National Insurance Co.		2,000		84,620
Arch Capital Group Ltd.2		37,100		2,003,400
Aspen Insurance Holdings Ltd.		169,707		3,697,916
Assurant, Inc.		25,700		524,280
Assured Guaranty Ltd.		85,500		377,910
Axis Capital Holdings Ltd.		168,800		3,777,744
Berkley (W.R.) Corp.		198,300		4,126,623
Berkshire Hathaway, Inc., Cl. B1,2		6,818		17,481,352
Brown & Brown, Inc.		228,100		3,848,047
Chubb Corp.		428,900		16,744,256
Cincinnati Financial Corp.1		93,600		1,922,544
CNA Financial Corp.		207,000		1,647,720

F7 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Insurance Continued
CNA Surety Corp.2		17,726	$	257,913
Conseco, Inc.2		129,300		156,453
Delphi Financial Group, Inc., Cl. A		123,752		1,341,472
Employers Holdings, Inc.		88,000		844,800
Endurance Specialty Holdings Ltd.1		71,800		1,606,166
FBL Financial Group, Inc., Cl. A		5,828		17,659
First American Corp.		21,350		494,680
Genworth Financial, Inc., Cl. A		471,100		570,031
Hanover Insurance Group, Inc.		69,000		2,426,730
Harleysville Group, Inc.		28,900		860,064
Hartford Financial Services Group, Inc. (The)		208,500		1,271,850
HCC Insurance Holdings, Inc.		76,900		1,687,955
Infinity Property & Casualty Corp.		4,100		145,673
IPC Holdings Ltd.		134,900		3,427,809
Lincoln National Corp.		196,700		1,689,653
Loews Corp.		638,792		12,680,021
Max Capital Group Ltd.		140,400		2,316,600
MetLife, Inc.		220,400		4,068,584
Montpelier Re Holdings Ltd.		58,600		744,220
Navigators Group, Inc. (The)2		18,100		945,363
Odyssey Re Holdings Corp.		91,800		4,265,028
Old Republic International Corp.		146,340		1,328,767
OneBeacon Insurance Group Ltd.		43,100		480,134
Partnerre Holdings Ltd.1		55,100		3,410,690
Phoenix Cos., Inc. (The)1		106,900		51,312
Platinum Underwriters Holdings Ltd.		69,600		1,951,584
ProAssurance Corp.2		46,300		2,212,677
Protective Life Corp.		272,400		1,029,672
Prudential Financial, Inc.		537,100		8,813,811
Reinsurance Group of America, Inc.		14,600		397,120
RLI Corp.		40,400		1,978,792
Selective Insurance Group, Inc.		91,300		1,098,339
StanCorp Financial Group, Inc.		95,900		1,725,241
State Auto Financial Corp.		8,800		147,136
Torchmark Corp.		16,600		341,960
Transatlantic Holdings, Inc.		23,900		718,673
Travelers Cos., Inc. (The)		320,913		11,601,005
United Fire & Casualty Co.		17,500		296,800
Unitrin, Inc.		115,700		1,247,246
Validus Holdings Ltd.		7,400		177,156
XL Capital Ltd., Cl. A1		291,700		965,527
				148,677,074
Real Estate Management & Development—0.0%
CB Richard Ellis Group, Inc., Cl. A1,2		221,800		641,002
Forest City Enterprises, Inc., Cl. A1		118,200		592,182
Jones Lang LaSalle, Inc.		29,900		595,608
				1,828,792

F8 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Thrifts & Mortgage Finance—0.0%
Hudson City Bancorp, Inc.		42,400	$	439,688
MGIC Investment Corp.		256,900		585,732
Provident Financial Services, Inc.		77,075		719,881
Tree.com, Inc.2		11,836		53,617
				1,798,918
Health Care—9.9%
Biotechnology—1.2%
Amgen, Inc.2		543,700		26,603,241
Celera Corp.2		2,400		15,432
Facet Biotech Corp.2		57,631		375,178
Genentech, Inc.2		214,700		18,367,585
Gilead Sciences, Inc.2		109,100		4,887,680
Martek Biosciences Corp.1		63,200		1,183,736
PDL BioPharma, Inc.		245,255		1,439,647
				52,872,499
Health Care Equipment & Supplies—0.6%
Analogic Corp.		12,500		353,125
Baxter International, Inc.		76,000		3,869,160
Hill-Rom Holdings, Inc.1		86,400		848,448
Inverness Medical Innovations, Inc.1,2		40,800		916,776
Kinetic Concepts, Inc.1,2		3,900		84,942
Medtronic, Inc.		245,600		7,267,304
Sirona Dental Systems, Inc.1,2		54,100		603,215
Steris Corp.		38,200		880,892
Stryker Corp.		45,800		1,542,086
Zimmer Holdings, Inc.2		259,800		9,098,196
				25,464,144
Health Care Providers & Services—2.8%
Aetna, Inc.		1,627,400		38,846,038
AMERIGROUP Corp.2		167,700		4,155,606
Brookdale Senior Living, Inc.1		148,532		542,142
Cardinal Health, Inc.		47,400		1,538,130
Catalyst Health Solutions, Inc.2		30,078		634,044
Centene Corp.2		166,646		2,829,649
Chemed Corp.		38,940		1,550,201
CIGNA Corp.		304,400		4,797,344
Community Health Systems, Inc.2		48,600		795,096
Coventry Health Care, Inc.2		171,376		1,974,252
Emergency Medical Services LP, Cl. A1,2		3,000		91,860
Health Net, Inc.2		287,206		3,791,119
Healthspring, Inc.2		85,700		694,170
Kindred Healthcare, Inc.2		118,173		1,700,509
LifePoint Hospitals, Inc.1,2		113,128		2,377,951
Lincare Holdings, Inc.1,2		108,429		2,284,599
Magellan Health Services, Inc.2		17,400		576,984
McKesson Corp.		41,000		1,681,820
MEDNAX, Inc.2		51,600		1,527,360
Omnicare, Inc.		94,200		2,442,606
Owens & Minor, Inc.		19,200		647,232
UnitedHealth Group, Inc.		56,500		1,110,225
Universal American Corp.2		57,000		382,470
Universal Health Services, Inc., Cl. B		79,200		2,916,936
VCA Antech, Inc.1,2		4,300		89,397
WellCare Health Plans, Inc.2		90,382		816,149
WellPoint, Inc.2		1,144,900		38,835,008
				119,628,897

F9 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Health Care Technology—0.0%
IMS Health, Inc.		43,800	$	548,376
Life Sciences Tools & Services—0.1%
Thermo Fisher Scientific, Inc.2		160,200		5,808,852
Varian, Inc.2		30,500		690,215
				6,499,067
Pharmaceuticals—5.2%
Abbott Laboratories		308,600		14,609,124
Allergan, Inc.		45,000		1,743,300
Bristol-Myers Squibb Co.		352,200		6,484,002
Eli Lilly & Co.		642,700		18,882,526
Endo Pharmaceuticals Holdings, Inc.1,2		155,061		2,943,058
Forest Laboratories, Inc.2		278,388		5,968,639
Johnson & Johnson1		1,403,544		70,177,200
K-V Pharmaceutical Co., Cl. A2		11,400		7,752
King Pharmaceuticals, Inc.2		504,500		3,703,030
Medicis Pharmaceutical Corp., Cl. A		268,328		3,026,740
Merck & Co., Inc.		1,131,810		27,389,802
Pfizer, Inc.		4,339,092		53,414,223
Sepracor, Inc.2		166,700		2,497,166
Warner Chilcott Ltd., Cl. A2		9,100		98,735
Watson Pharmaceuticals, Inc.2		110,600		3,126,662
Wyeth		231,600		9,453,912
				223,525,871
Industrials—12.3%
Aerospace & Defense—3.6%
BE Aerospace, Inc.		173,000		1,290,580
Boeing Co.		497,972		15,656,240
Ceradyne, Inc.1,2		139,800		2,398,968
Cubic Corp.		17,400		453,444
DynCorp International, Inc., Cl. A2		5,400		65,826
Esterline Technologies Corp.2		117,900		2,987,586
General Dynamics Corp.		326,100		14,289,702
Goodrich Corp.		120,000		3,976,800
Honeywell International, Inc.		620,400		16,645,332
L-3 Communications Holdings, Inc.		197,000		13,327,050
Lockheed Martin Corp.		68,500		4,323,035
Northrop Grumman Corp.		933,170		34,863,231
Orbital Sciences Corp.2		3,900		55,185
Precision Castparts Corp.		176,439		9,780,014
Raytheon Co.		419,400		16,763,418
Spirit Aerosystems Holdings, Inc., Cl. A		108,576		1,077,074
Triumph Group, Inc.		68,915		2,489,210
United Technologies Corp.		406,800		16,609,644
				157,052,339
Air Freight & Logistics—0.1%
FedEx Corp.		60,200		2,601,242
Pacer International, Inc.		40,900		119,837
UTi Worldwide, Inc.		64,100		787,789
				3,508,868
Airlines—0.1%
Alaska Air Group, Inc.2		31,175		683,044
SkyWest, Inc.		154,670		1,583,821
				2,266,865

F10 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Building Products—0.1%
Ameron International Corp.		2,900	$	141,723
Armstrong World Industries, Inc.1		87,600		1,119,528
Lennox International, Inc.		116,005		3,004,530
Owens Corning, Inc.2		163,370		1,364,140
Simpson Manufacturing Co., Inc.1		20,000		311,200
				5,941,121
Commercial Services & Supplies—1.1%
Administaff, Inc.		61,300		1,192,898
American Reprographics Co.2		16,941		66,070
Clean Harbors, Inc.		22,500		1,093,050
Copart, Inc.2		69,400		1,875,188
Corporate Executive Board Co. (The)		31,525		472,875
CoStar Group, Inc.1,2		48,600		1,239,300
Deluxe Corp.		266,406		2,056,654
EnergySolutions, Inc.		10,400		67,080
Equifax, Inc.		141,000		3,031,500
First Advantage Corp., Cl. A2		16,100		167,923
HNI Corp.1		177,200		1,738,332
Interface, Inc., Cl. A		152,086		339,152
Korn-Ferry International2		183,699		1,697,379
M&F Worldwide Corp.2		3,900		41,067
Manpower, Inc.		127,700		3,560,276
Miller (Herman), Inc.		159,900		1,611,792
Monster Worldwide, Inc.2		273,883		1,804,889
MPS Group, Inc.2		461,620		2,294,251
Navigant Consulting, Inc.2		3,500		45,395
Pitney Bowes, Inc.		184,500		3,559,005
R.R. Donnelley & Sons Co.		300,300		2,339,337
Resources Connection, Inc.2		145,700		2,003,375
Robert Half International, Inc.1		265,400		4,079,198
Steelcase, Inc., Cl. A		443,823		1,788,607
Sykes Enterprises, Inc.1,2		37,500		598,500
TrueBlue, Inc.2		82,715		581,486
United Stationers, Inc.2		22,100		480,233
Viad Corp.		19,300		272,130
Waste Management, Inc.		209,200		5,648,400
Watson Wyatt & Co. Holdings		35,780		1,757,156
				47,502,498
Construction & Engineering—0.6%
Aecom Technology Corp.2		4,513		110,704
Chicago Bridge & Iron Co. NV		261,500		1,576,845
EMCOR Group, Inc.2		261,900		4,035,879
Fluor Corp.		319,400		10,620,050
Granite Construction, Inc.1		99,860		3,553,019
KBR, Inc.		71,054		895,280
MasTec, Inc.2		74,054		700,551
Perini Corp.2		192,830		2,954,156
Shaw Group, Inc. (The)2		88,900		2,074,926
				26,521,410
Electrical Equipment—1.0%
Acuity Brands, Inc.1		143,048		3,278,660
Baldor Electric Co.1		224,253		2,738,129
Belden, Inc.		202,921		2,165,167
Brady Corp., Cl. A		46,326		793,564

F11 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Electrical Equipment Continued
Cooper Industries Ltd., Cl. A		84,600	$	1,784,214
Emerson Electric Co.		543,400		14,535,950
GrafTech International Ltd.2		567,600		3,206,940
Hubbell, Inc., Cl. B		83,796		2,205,511
Rockwell Automation, Inc.		131,600		2,645,160
Roper Industries, Inc.		36,168		1,495,547
Smith (A.O.) Corp.		80,555		2,056,569
Thomas & Betts Corp.2		132,900		3,044,739
Woodward Governor Co.		117,800		2,028,516
				41,978,666
Industrial Conglomerates—1.5%
3M Co.		287,600		13,074,296
Carlisle Cos., Inc.		17,800		352,796
General Electric Co.1		5,520,584		46,980,170
McDermott International, Inc.		54,900		647,271
Tyco International Ltd.		87,425		1,752,871
				62,807,404
Machinery—3.4%
Actuant Corp., Cl. A		84,700		871,563
AGCO Corp.2		74,300		1,273,502
Barnes Group, Inc.1		57,200		533,104
Briggs & Stratton Corp.1		103,288		1,258,048
Bucyrus International, Inc., Cl. A1		157,000		1,949,940
Caterpillar, Inc.1		806,700		19,852,887
Chart Industries, Inc.2		37,400		240,108
CIRCOR International, Inc.		58,700		1,304,901
Crane Co.		131,200		1,978,496
Cummins, Inc.		796,800		16,573,440
Deere & Co.		160,400		4,409,396
Dover Corp.		193,200		4,818,408
Eaton Corp.		8,300		300,045
EnPro Industries, Inc.2		87,250		1,435,263
Flowserve Corp.		16,800		847,896
Gardner Denver, Inc.2		186,300		3,524,796
Graco, Inc.		43,600		740,328
Harsco Corp.		145,700		3,010,162
IDEX Corp.		151,600		2,928,912
Illinois Tool Works, Inc.		417,800		11,614,840
Ingersoll-Rand Co. Ltd., Cl. A		794,490		11,265,868
Joy Global, Inc.1		126,800		2,213,928
Kennametal, Inc.		243,480		3,973,594
Lincoln Electric Holdings, Inc.1		83,200		2,556,736
Manitowoc Co., Inc. (The)		426,300		1,747,830
Mueller Industries, Inc.		128,126		2,315,237
Mueller Water Products, Inc., Cl. A		217,396		467,401
Navistar International Corp.2		86,000		2,425,200
Nordson Corp.1		88,300		2,198,670
Oshkosh Corp.		304,700		1,907,422
Parker-Hannifin Corp.		656,930		21,921,754
Robbins & Myers, Inc.		131,100		2,114,643
Sauer-Danfoss, Inc.		7,000		40,950
Terex Corp.1,2		96,150		857,658
Timken Co.		282,105		3,436,039
Titan International, Inc.1		163,000		896,500
Toro Co. (The)1		136,868		2,993,303

F12 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Machinery Continued
Trinity Industries, Inc.1		220,600	$	1,628,028
Wabtec Corp.		6,300		168,588
Watts Water Technologies, Inc., Cl. A1		108,000		1,832,760
				146,428,144
Marine—0.1%
Alexander & Baldwin, Inc.		48,200		905,678
Genco Shipping & Trading Ltd.1		133,200		1,634,364
Kirby Corp.2		28,300		623,732
TBS International Ltd., Cl. A1,2		6,600		42,702
				3,206,476
Road & Rail—0.5%
Amerco2		6,000		171,000
Arkansas Best Corp.1		102,600		1,787,292
Avis Budget Group, Inc.2		214,900		85,960
CSX Corp.		140,300		3,462,604
Hertz Global Holdings, Inc.1,2		520,705		1,645,428
Norfolk Southern Corp.		430,700		13,661,804
Ryder Systems, Inc.		9,070		207,340
Werner Enterprises, Inc.1		78,300		1,066,446
YRC Worldwide, Inc.1,2		104,890		230,758
				22,318,632
Trading Companies & Distributors—0.2%
Applied Industrial Technologies, Inc.		58,400		941,408
MSC Industrial Direct Co., Inc., Cl. A1		60,000		1,835,400
RSC Holdings, Inc.1,2		24,500		112,700
Textainer Group Holdings Ltd.		6,900		40,779
United Rentals, Inc.1,2		389,469		1,577,349
Watsco, Inc.1		47,700		1,637,541
WESCO International, Inc.2		211,902		3,517,573
				9,662,750
Information Technology—24.5%
Communications Equipment—3.5%
3Com Corp.2		848,700		1,875,627
ADTRAN, Inc.		197,100		2,846,124
Avocent Corp.2		212,481		2,545,522
Brocade Communications Systems, Inc.2		1,160,600		3,226,468
Ciena Corp.1,2		347,427		1,865,683
Cisco Systems, Inc.2		5,186,400		75,565,848
CommScope, Inc.2		252,300		2,253,039
Corning, Inc.1		1,148,800		12,119,840
EchoStar Holding Corp.1,2		117,824		1,929,957
Emulex Corp.2		476,308		2,505,380
F5 Networks, Inc.2		190,306		3,806,120
Harris Corp.		110,200		4,108,256
InterDigital, Inc.1,2		103,000		3,026,140
JDS Uniphase Corp.2		1,094,300		3,020,268
Plantronics, Inc.		258,500		2,220,515
Polycom, Inc.1,2		123,400		1,641,220
QUALCOMM, Inc.		617,475		20,642,189
Sonus Networks, Inc.2		17,100		21,204
Starent Networks Corp.1,2		24,800		392,088
Tekelec, Inc.2		139,389		1,708,909
Tellabs, Inc.2		1,160,042		4,408,160
ViaSat, Inc.2		14,000		256,200
				151,984,757

F13 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Computers & Peripherals—5.8%
Apple, Inc.2		335,300	$	29,945,643
Avid Technology, Inc.1,2		59,700		594,612
Dell, Inc.2		301,200		2,569,236
Electronics for Imaging, Inc.2		53,442		475,634
EMC Corp.2		1,152,635		12,102,668
Hewlett-Packard Co.1		2,464,100		71,532,823
Intermec, Inc.2		43,700		440,933
International Business Machines Corp.1		1,055,000		97,091,650
Lexmark International, Inc., Cl. A1,2		180,100		3,086,914
NCR Corp.2		280,600		2,222,352
NetApp, Inc.2		128,600		1,728,384
QLogic Corp.2		410,700		3,786,654
SanDisk Corp.2		339,200		3,022,272
Seagate Technology		1,589,420		6,834,506
Sun Microsystems, Inc.2		880,300		4,119,804
Synaptics, Inc.1,2		157,429		3,266,652
Teradata Corp.2		197,100		3,047,166
Western Digital Corp.2		284,200		3,882,172
				249,750,075
Electronic Equipment & Instruments—1.2%
Agilent Technologies, Inc.2		448,800		6,224,856
Amphenol Corp., Cl. A		89,200		2,267,464
Anixter International, Inc.1,2		96,020		2,823,948
Arrow Electronics, Inc.2		226,500		3,766,695
Avnet, Inc.2		180,100		3,110,327
AVX Corp.		105,200		900,512
Benchmark Electronics, Inc.2		309,922		3,027,938
Cogent, Inc.1,2		96,300		1,001,520
Cognex Corp.		33,251		365,761
Coherent, Inc.2		57,209		875,298
Dolby Laboratories, Inc., Cl. A2		86,983		2,439,873
Ingram Micro, Inc., Cl. A2		342,900		3,734,181
Itron, Inc.1,2		34,500		1,540,770
Jabil Circuit, Inc.		467,500		1,935,450
L-1 Identity Solutions, Inc.1,2		38,700		178,020
Littlefuse, Inc.2		2,100		23,982
Molex, Inc.		272,300		3,096,051
National Instruments Corp.		108,300		1,866,009
Plexus Corp.2		60,000		771,000
Rofin-Sinar Technologies, Inc.2		45,101		660,730
ScanSource, Inc.2		11,000		174,570
SYNNEX Corp.1,2		59,800		886,236
Tech Data Corp.2		70,700		1,222,403
Technitrol, Inc.		24,300		31,347
Trimble Navigation Ltd.		200,400		2,825,640
Tyco Electronics Ltd.		291,500		2,763,420
Vishay Intertechnology, Inc.2		700,114		1,785,291
				50,299,292
Internet Software & Services—1.1%
Akamai Technologies, Inc.2		276,543		5,002,663
Digital River, Inc.2		132,000		3,157,440
EarthLink, Inc.2		197,722		1,245,649
eBay, Inc.1,2		606,300		6,590,481
Google, Inc., Cl. A1,2		46,645		15,765,544
IAC/InterActiveCorp2		5,000		74,650
j2 Global Communications, Inc.2		205,100		3,841,523

F14 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Internet Software & Services Continued
Open Text Corp.1,2		73,400	$	2,320,174
Sohu.com, Inc.2		60,200		2,973,880
ValueClick, Inc.2		385,146		2,414,865
VeriSign, Inc.1,2		191,500		3,701,695
VistaPrint Ltd.1,2		46,500		1,139,250
				48,227,814
IT Services—1.0%
Acxiom Corp.		324,160		2,684,045
Affiliated Computer Services, Inc., Cl. A2		19,500		909,285
Broadridge Financial Solutions, Inc.		216,500		3,459,670
Computer Sciences Corp.2		125,500		4,359,870
Convergys Corp.2		574,490		3,705,461
CSG Systems International, Inc.2		93,700		1,266,824
DST Systems, Inc.2		67,900		1,997,618
Euronet Worldwide, Inc.1,2		4,100		40,139
Fidelity National Information Services, Inc.		67,948		1,189,090
Gartner, Inc.2		140,000		1,415,400
Heartland Payment Systems, Inc.		24,800		136,648
Hewitt Associates, Inc.2		107,000		3,156,500
NeuStar, Inc., Cl. A1,2		143,100		2,216,619
Perot Systems Corp., Cl. A2		253,800		2,888,244
Sapient Corp.2		330,000		1,263,900
Syntel, Inc.1		12,900		262,386
TeleTech Holdings, Inc.2		172,814		1,496,569
Total System Services, Inc.		225,200		2,833,016
Unisys Corp.2		419,200		150,912
Western Union Co.		602,600		6,725,016
				42,157,212
Office Electronics—0.5%
Xerox Corp.		3,965,500		20,541,290
Zebra Technologies Corp., Cl. A2		137,800		2,421,146
				22,962,436
Semiconductors & Semiconductor Equipment—5.4%
Altera Corp.1		16,400		251,412
Amkor Technology, Inc.2		764,713		1,307,659
Analog Devices, Inc.		258,900		4,825,896
Applied Materials, Inc.		3,298,600		30,380,106
Atheros Communications, Inc.2		8,800		106,304
Atmel Corp.2		593,000		2,117,010
Broadcom Corp., Cl. A2		408,772		6,724,299
Cabot Microelectronics Corp.1,2		23,600		485,688
Cymer, Inc.2		37,800		698,166
Entegris, Inc.2		131,800		80,398
Fairchild Semiconductor International, Inc., Cl. A2		632,900		2,215,150
FEI Co.2		17,488		250,253
Integrated Device Technology, Inc.2		704,988		3,158,346
Intel Corp.		5,997,300		76,405,602
International Rectifier Corp.2		112,300		1,409,365
Intersil Corp., Cl. A		139,100		1,406,301
KLA-Tencor Corp.		210,800		3,636,300
LSI Corp.2		1,131,000		3,279,900
Marvell Technology Group Ltd.2		602,100		4,521,771
MEMC Electronic Materials, Inc.2		302,362		4,538,454
Microsemi Corp.2		67,400		681,414

F15 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Semiconductors & Semiconductor Equipment Continued
MKS Instruments, Inc.2		225,589	$	2,840,166
National Semiconductor Corp.		262,700		2,863,430
Novellus Systems, Inc.2		295,400		3,766,350
NVIDIA Corp.2		513,279		4,249,950
ON Semiconductor Corp.2		270,778		991,047
PMC-Sierra, Inc.2		269,426		1,376,767
RF Micro Devices, Inc.2		325,300		296,023
Semtech Corp.2		263,600		3,097,300
Silicon Laboratories, Inc.1,2		146,200		3,201,780
Skyworks Solutions, Inc.2		303,400		1,972,100
Teradyne, Inc.2		883,312		3,648,079
Tessera Technologies, Inc.2		68,800		743,040
Texas Instruments, Inc.		3,210,100		46,064,935
Varian Semiconductor Equipment Associates, Inc.2		123,200		2,248,400
Verigy Ltd.2		143,900		994,349
Xilinx, Inc.		261,600		4,625,088
				231,458,598
Software—6.0%
Adobe Systems, Inc.2		94,700		1,581,490
Advent Software, Inc.1,2		8,600		234,264
Amdocs Ltd.2		265,200		4,442,100
Ansys, Inc.		92,600		1,867,742
Autodesk, Inc.		253,100		3,211,839
Blackbaud, Inc.		2,400		24,576
BMC Software, Inc.2		68,400		2,026,692
CA, Inc.		600,905		10,185,340
Cadence Design Systems, Inc.2		642,500		2,698,500
Check Point Software Technologies Ltd.2		49,700		1,091,909
Citrix Systems, Inc.1,2		124,430		2,560,769
Compuware Corp.2		672,600		3,975,066
FactSet Research Systems, Inc.1		70,000		2,697,800
Fair Isaac Corp.1		242,449		2,654,817
Henry (Jack) & Associates, Inc.		73,900		1,177,227
Informatica Corp.2		15,300		197,370
Lawson Software, Inc.2		181,700		697,728
Mentor Graphics Corp.1,2		138,149		612,000
MICROS Systems, Inc.2		157,100		2,526,168
Microsoft Corp.1		6,164,454		99,555,932
Net 1 UEPS Technologies, Inc.2		133,600		1,933,192
Nuance Communications, Inc.2		295,000		2,613,700
Oracle Corp.2		2,948,715		45,823,031
Parametric Technology Corp.2		325,700		2,651,198
Progress Software Corp.2		67,000		1,067,980
Quest Software, Inc.2		194,900		2,202,370
Solera Holdings, Inc.1,2		45,400		943,866
Sybase, Inc.1,2		186,200		5,060,916
Symantec Corp.2		3,108,000		42,983,640
Synopsys, Inc.2		200,400		3,733,452
Take-Two Interactive Software, Inc.		205,500		1,272,045
THQ, Inc.1,2		63,200		158,000

F16 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Software Continued
TIBCO Software, Inc.2		813,500	$	3,929,205
Wind River Systems, Inc.2		265,000		2,000,750
				260,392,674
Materials—5.6%
Chemicals—2.0%
Air Products & Chemicals, Inc.		33,100		1,530,875
Ashland, Inc.		332,363		1,964,265
Cabot Corp.		29,800		312,304
Celanese Corp., Series A		195,640		1,670,766
CF Industries Holdings, Inc.		64,539		4,151,794
Chemtura Corp.		618,850		210,409
Cytec Industries, Inc.		92,200		1,419,880
Dow Chemical Co. (The)		247,700		1,773,532
E.I. du Pont de Nemours & Co.		104,000		1,951,040
Eastman Chemical Co.1		85,600		1,758,224
Ferro Corp.		109,400		160,818
Fuller (H.B.) Co.1		140,405		1,600,617
Koppers Holdings, Inc.		18,100		241,816
Minerals Technologies, Inc.		30,300		906,576
Monsanto Co.		231,165		17,630,955
Mosaic Co. (The)		737,114		31,732,758
Nalco Holding Co.		192,200		2,185,314
NewMarket Corp.		38,700		1,337,859
NOVA Chemicals Corp.		205,800		1,142,190
Olin Corp.		105,193		1,098,215
OM Group, Inc.2		4,400		68,200
Rockwood Holdings, Inc.2		88,900		523,621
RPM International, Inc.		208,500		2,260,140
Scotts Miracle-Gro Co. (The), Cl. A1		58,500		1,633,905
Terra Industries, Inc.		203,800		5,256,002
Valhi, Inc.		11,100		138,639
Valspar Corp. (The)1		148,000		2,471,600
Westlake Chemical Corp.1		75,100		937,999
				88,070,313
Containers & Packaging—0.3%
Owens-Illinois, Inc.2		200,400		3,090,168
Packaging Corp. of America		95,800		1,014,522
Rock-Tenn Co., Cl. A		66,700		1,841,587
Sealed Air Corp.		241,900		2,699,604
Sonoco Products Co.		148,800		2,867,376
Temple-Inland, Inc.		625,715		2,972,146
				14,485,403
Metals & Mining—3.2%
AK Steel Holding Corp.		411,600		2,543,688
Alcoa, Inc.1		2,662,800		16,589,244
Allegheny Technologies, Inc.1		136,600		2,686,922
Carpenter Technology Corp.		210,900		2,889,330
Century Aluminum Co.2		241,221		535,511
Cliffs Natural Resources, Inc.		18,000		277,740
Commercial Metals Co.		288,442		2,944,993
Compass Minerals International, Inc.		18,300		955,626
Freeport-McMoRan Copper & Gold, Inc., Cl. B		1,091,060		33,190,045
Kaiser Aluminum Corp.		34,800		766,992
Nucor Corp.		797,500		26,835,875
Olympic Steel, Inc.		10,500		129,990

F17 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Metals & Mining Continued
Reliance Steel & Aluminum Co.		159,200	$	3,787,368
RTI International Metals, Inc.1,2		7,100		76,964
Schnitzer Steel Industries, Inc.1		125,200		3,585,728
Southern Copper Corp.1		2,494,232		34,195,921
United States Steel Corp.		147,400		2,899,358
Worthington Industries, Inc.1		176,500		1,447,300
				136,338,595
Paper & Forest Products—0.1%
Domtar Corp.2		1,374,824		1,086,111
International Paper Co.		554,800		3,156,812
Louisiana-Pacific Corp.		114,400		185,328
MeadWestvaco Corp.		92,700		865,818
				5,294,069
Telecommunication Services—3.6%
Diversified Telecommunication Services—3.1%
AT&T, Inc.		3,226,744		76,699,705
Cincinnati Bell, Inc.2		316,600		525,556
Embarq Corp.		155,700		5,444,829
Global Crossing Ltd.1,2		22,300		163,236
NTELOS Holdings Corp.		67,695		1,297,713
Premiere Global Services, Inc.2		118,400		989,824
Qwest Communications International, Inc.1		1,394,700		4,728,033
tw telecom, Inc.1,2		397,000		3,191,880
Verizon Communications, Inc.		1,246,700		35,568,351
Windstream Corp.		454,700		3,392,062
				132,001,189
Wireless Telecommunication Services—0.5%
Centennial Communications Corp.2		133,700		1,100,351
NII Holdings, Inc.2		165,900		2,125,179
Sprint Nextel Corp.2		3,142,188		10,337,799
Syniverse Holdings, Inc.2		172,520		2,610,228
Telephone & Data Systems, Inc.		149,700		4,416,150
United States Cellular Corp.2		62,500		2,150,000
				22,739,707
Utilities—0.5%
Electric Utilities—0.3%
Duke Energy Corp.		1,007,100		13,565,637
UniSource Energy Corp.		12,900		324,306
				13,889,943
Energy Traders—0.1%
Mirant Corp.1,2		152,500		1,865,075
Reliant Energy, Inc.2		389,100		1,346,286
				3,211,361
Gas Utilities—0.0%
Laclede Group, Inc. (The)		15,100		597,658
Southwest Gas Corp.		11,366		221,523
WGL Holdings, Inc.		12,500		379,500
				1,198,681
Multi-Utilities—0.1%
Avista Corp.		130,552		1,868,199
CH Energy Group, Inc.		4,400		183,304
Integrys Energy Group, Inc.		30,000		721,495
				2,772,998
Total Common Stocks (Cost $6,434,720,827)				4,282,937,478

F18 | OPPENHEIMER MAIN STREET FUND

	Shares		Value
Preferred Stocks—0.0%
Wells Fargo & Co., Dividend Equalization Preferred Shares2,3 (Cost $0)		100	$	200
Other Securities—0.0%
Seagate Technology International, Inc.2,3,4 (Cost $0)		877,600		87,760

	Units
Rights, Warrants and Certificates—0.0%
Dime Bancorp, Inc. Wts., Strike Price $1, Exp.1/2/102		485,800	8,744
Progress Energy, Inc., Contingent Value Obligation2,3		680,100	75,872
Total Rights, Warrants and Certificates (Cost $0)			84,616

	Value
Total Investments, at Value (excluding Investments Purchased with Cash Collateral from Securities Loaned) (Cost $6,434,720,827)	$	4,283,110,054

	Shares
Investments Purchased with Cash Collateral from Securities Loaned—15.0%5
OFI Liquid Assets Fund, LLC, 1.22%6,7 (Cost $647,339,592)		647,339,592			647,339,592
Total Investments, at Value (Cost $7,082,060,419)		114.2	%		4,930,449,646
Liabilities in Excess of Other Assets		(14.2	)		(614,343,588	)
Net Assets		100.0	%	$	4,316,106,058

Footnotes to Statement of Investments

1.	Partial or fully-loaned security. See Note 6 of accompanying Notes.
2.	Non-income producing security.
3.	Illiquid security. The aggregate value of illiquid securities as of February 28, 2009 was $163,832, which represents less than 0.005% of the Fund’s net assets. See Note 5 of accompanying Notes.
4.	Escrow shares received as the result of issuer reorganization.
5.	The security/securities have been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 6 of accompanying Notes.
6.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended February 28, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross		Shares
	August 31, 2008		Additions		Reductions		February 28, 2009
OFI Liquid Assets Fund, LLC		570,809,900		2,155,647,613		2,079,117,921		647,339,592
Oppenheimer Institutional Money Market Fund, Cl. E		52,298,087		293,978,959		346,277,046		—

	Value		Income
OFI Liquid Assets Fund, LLC	$	647,339,592	$	4,306,696	a
Oppenheimer Institutional Money Market Fund, Cl. E		—		286,089
	$	647,339,592	$	4,592,785

a.	Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.
7.	Rate shown is the 7-day yield as of February 28, 2009.

F19 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than quoted prices that are observable for the asset (such as quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The market value of the Fund’s investments was determined based on the following inputs as of February 28, 2009:

	Investments		Other Financial
Valuation Description	in Securities		Instruments*
Level 1—Quoted Prices	$	4,930,277,270	$	—
Level 2—Other Significant Observable Inputs		96,504		—
Level 3—Significant Unobservable Inputs		75,872		—
Total	$	4,930,449,646	$	—

* Other financial instruments include options written, currency contracts, futures, forwards and swap contracts. Currency contracts and forwards are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. Options written and swaps are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation techniques, if any, during the reporting period.

See accompanying Notes to Financial Statements.

F20 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

February 28, 2009
Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $6,434,720,827)	$	4,283,110,054
Affiliated companies (cost $647,339,592)		647,339,592
		4,930,449,646
Receivables and other assets:
Investments sold		69,111,554
Dividends		16,137,698
Shares of capital stock sold		403,938
Other		678,340
Total assets		5,016,781,176
Liabilities
Bank overdraft		1,732,993
Return of collateral for securities loaned		647,339,592
Payables and other liabilities:
Investments purchased		40,732,563
Shares of capital stock redeemed		6,885,557
Distribution and service plan fees		1,855,409
Transfer and shareholder servicing agent fees		1,218,317
Shareholder communications		772,745
Directors’ compensation		68,784
Other		69,158
Total liabilities		700,675,118
Net Assets	$	4,316,106,058
Composition of Net Assets
Par value of shares of capital stock	$	2,381,226
Additional paid-in capital		7,426,334,314
Accumulated net investment income		16,141,513
Accumulated net realized loss on investments		(977,140,222	)
Net unrealized depreciation on investments		(2,151,610,773	)
Net Assets	$	4,316,106,058

F21 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $3,141,670,301 and 172,393,381 shares of capital stock outstanding)	$	18.22
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	19.33
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $ 354,197,758 and 19,933,282 shares of capital stock outstanding)	$	17.77
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $ 420,780,890 and 23,825,000 shares of capital stock outstanding)	$	17.66
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $ 88,225,560 and 4,904,804 shares of capital stock outstanding)	$	17.99
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $311,231,549 and 17,066,112 shares of capital stock outstanding)	$	18.24

See accompanying Notes to Financial Statements.

F22 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended February 28, 2009
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $ 15,966)	$	69,247,204
Affiliated companies		286,089
Income from investment of securities lending cash collateral, net—affiliated companies		4,306,696
Interest		71,482
Other income		285,418
Total investment income		74,196,889
Expenses
Management fees		13,140,231
Distribution and service plan fees:
Class A		4,969,061
Class B		2,392,726
Class C		2,763,330
Class N		286,815
Transfer and shareholder servicing agent fees:
Class A		5,936,407
Class B		876,831
Class C		772,943
Class N		185,914
Class Y		41,330
Shareholder communications:
Class A		451,615
Class B		139,350
Class C		53,294
Class N		4,635
Class Y		10,282
Directors’ compensation		90,994
Custodian fees and expenses		40,082
Other		205,284
Total expenses		32,361,124
Less reduction to custodian expenses		(4,855	)
Less waivers and reimbursements of expenses		(211,882	)
Net expenses		32,144,387
Net Investment Income		42,052,502

F23 | OPPENHEIMER MAIN STREET FUND

STATEMENT OF OPERATIONS Unaudited / Continued

Realized and Unrealized Loss
Net realized loss on investments from unaffiliated companies	$	(540,989,467	)
Net change in unrealized depreciation on investments		(2,910,485,113	)
Net Decrease in Net Assets Resulting from Operations	$	(3,409,422,078	)

See accompanying Notes to Financial Statements.

F24 | OPPENHEIMER MAIN STREET FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	February 28, 2009			August 31,
	(Unaudited)			2008
Operations
Net investment income	$	42,052,502		$	88,010,406
Net realized loss		(540,989,467	)		(21,636,695	)
Net change in unrealized appreciation (depreciation)		(2,910,485,113	)		(1,561,764,873	)
Net decrease in net assets resulting from operations		(3,409,422,078	)		(1,495,391,162	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(65,323,776	)		(85,062,278	)
Class B		(1,984,391	)		(2,988,277	)
Class C		(3,232,065	)		(3,918,984	)
Class N		(1,411,443	)		(1,895,829	)
Class Y		(9,146,939	)		(13,557,437	)
		(81,098,614	)		(107,422,805	)
Distributions from net realized gain:
Class A		—			(950,506,375	)
Class B		—			(140,255,574	)
Class C		—			(137,227,123	)
Class N		—			(28,180,560	)
Class Y		—			(109,217,121	)
		—			(1,365,386,753	)
Capital Stock Transactions
Net increase (decrease) in net assets resulting from capital stock transactions:
Class A		(296,621,101	)		18,559,737
Class B		(87,436,780	)		(180,801,904	)
Class C		(56,771,921	)		(16,642,105	)
Class N		(16,789,960	)		(659,059	)
Class Y		(161,738,330	)		61,237,425
		(619,358,092	)		(118,305,906	)
Net Assets
Total decrease		(4,109,878,784	)		(3,086,506,626	)
Beginning of period		8,425,984,842			11,512,491,468
End of period (including accumulated net investment income of $16,141,513 and $55,187,625, respectively)	$	4,316,106,058		$	8,425,984,842

See accompanying Notes to Financial Statements.

F25 | OPPENHEIMER MAIN STREET FUND

FINANCIAL HIGHLIGHTS

	Six Months
	Ended
	February 28, 2009												Year Ended August 31,
Class A	(Unaudited)			2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	32.25		$	43.21		$	39.12		$	36.18		$	32.78		$	29.62
Income (loss) from investment operations:
Net investment income		.18	1		.36	1		.42	1		.35	1		.47	1		.26
Net realized and unrealized gain (loss)		(13.84	)		(5.62	)		5.64			2.96			3.34			3.10
Total from investment operations		(13.66	)		(5.26	)		6.06			3.31			3.81			3.36
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.37	)		(.47	)		(.38	)		(.37	)		(.41	)		(.20	)
Distributions from net realized gain		—			(5.23	)		(1.59	)		—			—			—
Total dividends and/or distributions to shareholders		(.37	)		(5.70	)		(1.97	)		(.37	)		(.41	)		(.20	)
Net asset value, end of period	$	18.22		$	32.25		$	43.21		$	39.12		$	36.18		$	32.78
Total Return, at Net Asset Value2		(42.42	)%		(13.77	)%		15.90	%		9.19	%		11.68	%		11.37	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,141,670		$	5,959,723		$	8,015,873		$	7,680,186		$	7,810,714		$	7,384,256
Average net assets (in thousands)	$	4,116,832		$	7,013,377		$	8,183,830		$	7,845,096		$	7,759,230		$	7,521,103
Ratios to average net assets:3
Net investment income		1.60	%		1.00	%		1.00	%		0.93	%		1.36	%		0.75	%
Total expenses		1.03	%4,5,6		0.92	%4,5,6		0.89	%4,5,6		0.92	%5		0.92	%5		0.93	%5,7
Portfolio turnover rate		29	%		120	%		104	%		84	%		79	%		76	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2009	1.03	%
Year Ended August 31, 2008	0.92	%
Year Ended August 31, 2007	0.89	%

5.	Reduction to custodian expenses less than 0.005%.
6.	Waiver or reimbursement of indirect management fees less than 0.005%.
7.	Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F26 | OPPENHEIMER MAIN STREET FUND

	Six Months
	Ended
	February 28, 2009												Year Ended August 31,
Class B	(Unaudited)			2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	31.13		$	41.83		$	37.87		$	34.99		$	31.67		$	28.68
Income (loss) from investment operations:
Net investment income (loss)		.09	1		.09	1		.10	1		.05	1		.20	1		(.21	)
Net realized and unrealized gain (loss)		(13.36	)		(5.45	)		5.48			2.86			3.21			3.20
Total from investment operations		(13.27	)		(5.36	)		5.58			2.91			3.41			2.99
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.09	)		(.11	)		(.03	)		(.03	)		(.09	)		—
Distributions from net realized gain		—			(5.23	)		(1.59	)		—			—			—
Total dividends and/or distributions to shareholders		(.09	)		(5.34	)		(1.62	)		(.03	)		(.09	)		—
Net asset value, end of period	$	17.77		$	31.13		$	41.83		$	37.87		$	34.99		$	31.67
Total Return, at Net Asset Value2		(42.64	)%		(14.41	)%		15.06	%		8.32	%		10.79	%		10.43	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	354,198		$	735,669		$	1,206,240		$	1,453,679		$	1,968,829		$	2,558,206
Average net assets (in thousands)	$	482,862		$	949,862		$	1,354,135		$	1,685,648		$	2,295,269		$	2,884,434
Ratios to average net assets:3
Net investment income (loss)		0.80	%		0.24	%		0.24	%		0.13	%		0.59	%		(0.10	)%
Total expenses		1.90	%4		1.67	% 4		1.65	%4		1.71	%		1.72	%		1.78	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.82	%		1.67	%		1.65	%		1.71	%		1.72	%		1.78	%
Portfolio turnover rate		29	%		120	%		104	%		84	%		79	%		76	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2009	1.90	%
Year Ended August 31, 2008	1.67	%
Year Ended August 31, 2007	1.65	%

See accompanying Notes to Financial Statements.

F27 OPPENHEIMER MAIN STREET FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	February 28, 2009												Year Ended August 31,
Class C	(Unaudited)			2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	30.99		$	41.71		$	37.81		$	34.98		$	31.71		$	28.69
Income (loss) from investment operations:
Net investment income (loss)		.09	1		.09	1		.11	1		.07	1		.21	1		(.03	)
Net realized and unrealized gain (loss)		(13.29	)		(5.43	)		5.46			2.85			3.22			3.05
Total from investment operations		(13.20	)		(5.34	)		5.57			2.92			3.43			3.02
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.13	)		(.15	)		(.08	)		(.09	)		(.16	)		—
Distributions from net realized gain		—			(5.23	)		(1.59	)		—			—			—
Total dividends and/or distributions to shareholders		(.13	)		(5.38	)		(1.67	)		(.09	)		(.16	)		—
Net asset value, end of period	$	17.66		$	30.99		$	41.71		$	37.81		$	34.98		$	31.71
Total Return, at Net Asset Value2		(42.62	)%		(14.42	)%		15.09	%		8.36	%		10.83	%		10.53	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	420,781		$	817,302		$	1,126,093		$	1,107,962		$	1,206,335		$	1,241,930
Average net assets (in thousands)	$	558,722		$	967,371		$	1,155,527		$	1,163,337		$	1,250,845		$	1,278,659
Ratios to average net assets:3
Net investment income (loss)		0.85	%		0.26	%		0.26	%		0.18	%		0.62	%		(0.01	)%
Total expenses 1.		77	% 4,5,6		1.66	%4,5,6		1.64	%4,5,6		1.67	%4		1.67	%4		1.70	%4,7
Portfolio turnover rate		29	%		120	%		104	%		84	%		79	%		76	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Reduction to custodian expenses less than 0.005%.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2009	1.77	%
Year Ended August 31, 2008	1.66	%
Year Ended August 31, 2007	1.64	%

6.	Waiver or reimbursement of indirect management fees less than 0.005%.
7.	Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F28 | OPPENHEIMER MAIN STREET FUND

	Six Months
	Ended
	February 28, 2009												Year Ended August 31,
Class N	(Unaudited)			2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	31.73		$	42.59		$	38.59		$	35.71		$	32.39		$	29.33
Income (loss) from investment operations:
Net investment income		.15	1		.26	1		.30	1		.24	1		.35	1		.15
Net realized and unrealized gain (loss)		(13.61	)		(5.54	)		5.57			2.92			3.30			3.05
Total from investment operations		(13.46	)		(5.28	)		5.87			3.16			3.65			3.20
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.28	)		(.35	)		(.28	)		(.28	)		(.33	)		(.14	)
Distributions from net realized gain		—			(5.23	)		(1.59	)		—			—			—
Total dividends and/or distributions to shareholders		(.28	)		(5.58	)		(1.87	)		(.28	)		(.33	)		(.14	)
Net asset value, end of period	$	17.99		$	31.73		$	42.59		$	38.59		$	35.71		$	32.39
Total Return, at Net Asset Value2		(42.48	)%		(13.99	)%		15.59	%		8.87	%		11.30	%		10.93	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	88,226		$	176,119		$	238,068		$	207,339		$	177,463		$	150,955
Average net assets (in thousands)	$	117,335		$	208,400		$	232,421		$	194,639		$	168,866		$	122,478
Ratios to average net assets:3
Net investment income		1.33	%		0.74	%		0.73	%		0.63	%		1.02	%		0.38	%
Total expenses		1.30	%4		1.17	% 4		1.17	% 4		1.22	%		1.26	%		1.31	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.28	%		1.17	%		1.17	%		1.22	%		1.26	%		1.31	%
Portfolio turnover rate		29	%		120	%		104	%		84	%		79	%		76	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2009	1.30	%
Year Ended August 31, 2008	1.17	%
Year Ended August 31, 2007	1.17	%

See accompanying Notes to Financial Statements.

F29 | OPPENHEIMER MAIN STREET FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	February 28, 2009												Year Ended August 31,
Class Y	(Unaudited)			2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	32.44		$	43.45		$	39.33		$	36.38		$	32.93		$	29.75
Income (loss) from investment operations:
Net investment income		.24	1		.52	1		.60	1		.52	1		.64	1		.34
Net realized and unrealized gain (loss)		(13.92	)		(5.65	)		5.67			2.96			3.34			3.13
Total from investment operations		(13.68	)		(5.13	)		6.27			3.48			3.98			3.47
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.52	)		(.65	)		(.56	)		(.53	)		(.53	)		(.29	)
Distributions from net realized gain		—			(5.23	)		(1.59	)		—			—			—
Total dividends and/or distributions to shareholders		(.52	)		(5.88	)		(2.15	)		(.53	)		(.53	)		(.29	)
Net asset value, end of period	$	18.24		$	32.44		$	43.45		$	39.33		$	36.38		$	32.93
Total Return, at Net Asset Value2		(42.25	)%		(13.40	)%		16.40	%		9.63	%		12.15	%		11.69	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	311,231		$	737,172		$	926,217		$	668,823		$	483,532		$	570,991
Average net assets (in thousands)	$	429,286		$	827,919		$	844,472		$	594,018		$	496,349		$	558,130
Ratios to average net assets:3
Net investment income		2.08	%		1.42	%		1.42	%		1.38	%		1.82	%		1.07	%
Total expenses		0.50	% 4,5,6		0.49	% 4,5,6		0.48	%4,5,6		0.49	%5		0.53	%5		0.60	%5
Portfolio turnover rate		29	%		120	%		104	%		84	%		79	%		76	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2009	0.50	%
Year Ended August 31, 2008	0.49	%
Year Ended August 31, 2007	0.48	%

5.	Reduction to custodian expenses less than 0.005%.
6.	Waiver or reimbursement of indirect management fees less than 0.005%.

See accompanying Notes to Financial Statements.

F30 | OPPENHEIMER MAIN STREET FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Main Street Fund (the “Fund”) is a separate series of Oppenheimer Main Street Funds, Inc., an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high total return. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

     The following is a summary of significant accounting policies consistently followed by the Fund.

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

     Effective for fiscal periods beginning after November 15, 2007, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements, establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1”, inputs other than quoted prices for an asset that are observable are classified as “Level 2” and unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3”. The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

     Securities are valued using quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Directors or dealers. These securities are typically classified within Level 1 or 2; however, they may be designated as Level 3 if the dealer or portfolio pricing service values a security through an internal model with significant unobservable market data inputs.

F31 | OPPENHEIMER MAIN STREET FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

     Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

     Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. These securities are typically designated as Level 2.

     In the absence of a readily available quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Directors (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

     Fair valued securities may be classified as “Level 3” if the valuation primarily reflects the Manager’s own assumptions about the inputs that market participants would use in valuing such securities.

     There have been no significant changes to the fair valuation methodologies during the period.

F32 | OPPENHEIMER MAIN STREET FUND

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Directors.

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager waived fees and/or reimbursed Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Investments in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.

F33 | OPPENHEIMER MAIN STREET FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis 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 Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

     During the fiscal year ended August 31, 2008, the Fund utilized $489,935 of capital loss carryforward to offset capital gains realized in that fiscal year. As of August 31, 2008, the Fund had available for federal income tax purposes post-October losses of $361,404,955.

     As of February 28, 2009, the Fund had available for federal income tax purposes an estimated capital loss carryforward of $902,394,422 expiring by 2017. This estimated capital loss carryforward represents carryforward as of the end of the last fiscal year, increased for losses deferred under tax accounting rules to the current fiscal year and is increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended February 28, 2009, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

     Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal 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 dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of February 28, 2009 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	7,195,717,167
Gross unrealized appreciation	$	320,972,482
Gross unrealized depreciation		(2,586,240,003	)
Net unrealized depreciation	$	(2,265,267,521	)

F34 | OPPENHEIMER MAIN STREET FUND

Directors’ Compensation. The Board of Directors has adopted a compensation deferral plan for independent directors that enables directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Director under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund purchases shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of directors’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the

F35 | OPPENHEIMER MAIN STREET FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Capital Stock

The Fund has authorized 840 million shares of $.01 par value capital stock. Transactions in shares of capital stock were as follows:

	Six Months Ended February 28, 2009						Year Ended August 31, 2008
	Shares			Amount			Shares			Amount
Class A
Sold		8,581,920		$	196,207,108			19,300,166		$	719,136,155
Dividends and/or distributions reinvested		3,178,205			61,184,904			26,435,922			969,211,110
Redeemed		(24,154,134	)		(554,013,113	)		(46,438,839	)		(1,669,787,528	)
Net increase (decrease)		(12,394,009	)	$	(296,621,101	)		(702,751	)	$	18,559,737
Class B
Sold		1,402,460		$	30,917,420			2,598,725		$	90,730,564
Dividends and/or distributions reinvested		102,782			1,929,470			3,884,987			138,227,759
Redeemed		(5,206,836	)		(120,283,670	)		(11,684,915	)		(409,760,227	)
Net decrease		(3,701,594	)	$	(87,436,780	)		(5,201,203	)	$	(180,801,904	)
Class C
Sold		1,153,707		$	25,153,602			2,030,408		$	71,268,449
Dividends and/or distributions reinvested		153,166			2,862,296			3,503,864			124,106,866
Redeemed		(3,852,217	)		(84,787,819	)		(6,163,396	)		(212,017,420	)
Net decrease		(2,545,344	)	$	(56,771,921	)		(629,124	)	$	(16,642,105	)
Class N
Sold		663,727		$	14,972,068			1,285,499		$	45,948,314
Dividends and/or distributions reinvested		71,785			1,365,354			805,032			29,085,424
Redeemed		(1,381,977	)		(33,127,382	)		(2,129,618	)		(75,692,797	)
Net decrease		(646,465	)	$	(16,789,960	)		(39,087	)	$	(659,059	)

F36 | OPPENHEIMER MAIN STREET FUND

	Six Months Ended February 28, 2009						Year Ended August 31, 2008
	Shares			Amount			Shares			Amount
Class Y
Sold		2,004,931		$	51,449,321			8,893,243		$	335,619,421
Dividends and/or distributions reinvested		462,325			8,895,139			3,208,722			117,920,549
Redeemed		(8,124,407	)		(222,082,790	)		(10,694,401	)		(392,302,545	)
Net increase (decrease)		(5,657,151	)	$	(161,738,330	)		1,407,564		$	61,237,425

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in Oppenheimer Institutional Money Market Fund and OFI Liquid Assets Fund, LLC, for the six months ended February 28, 2009, were as follows:

	Purchases		Sales
Investment securities	$	1,680,725,234	$	2,281,258,919

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

Fee Schedule
Up to $200 million	0.65	%
Next $150 million	0.60
Next $150 million	0.55
Over $500 million	0.45

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the six months ended February 28, 2009, the Fund paid $7,777,333 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0. 25% of the average annual net assets of Class A shares of the Fund.

F37 | OPPENHEIMER MAIN STREET FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued

The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares and 0.25% on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Directors and its independent directors must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor’s aggregate uncompensated expenses under the Plans at December 31, 2008 for Class B, Class C and Class N shares were $13,649,793, $40,751,430 and $4,064,726, respectively. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C		Class N
	Class A		Contingent		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by		Retained by
Six Months Ended	Distributor		Distributor		Distributor		Distributor		Distributor
February 28, 2009	$	509,601	$	2,779	$	543,278	$	13,325	$	3,248

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. During the six months ended February 28, 2009, OFS waived $192,246 and $7,883 for Class B and Class N shares, respectively. This undertaking may be amended or withdrawn at any time.

F38 | OPPENHEIMER MAIN STREET FUND

     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended February 28, 2009, the Manager waived $11,753 for IMMF management fees.

5. Illiquid Securities

As of February 28, 2009, investments in securities included issues that are illiquid.
Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

6. Securities Lending

The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. As of February 28, 2009, the Fund had on loan securities valued at $621,441,973. Collateral of $647,339,592 was received for the loans, all of which was received in cash and subsequently invested in approved instruments.

7. Recent Accounting Pronouncement

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities. This standard requires enhanced disclosures about derivative and hedging activities, including qualitative disclosures about how and why the Fund uses derivative instruments, how these activities are accounted for, and their effect on the Fund’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

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F40 | OPPENHEIMER MAIN STREET FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Householding — Delivery of Shareholder Documents

     This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus, annual and semi-annual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

     Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus, reports and privacy policy within 30 days of receiving your request to stop householding.

15 | OPPENHEIMER MAIN STREET FUND

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3.  Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4.  Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5.  Audit Committee of Listed Registrants

Not applicable.

Item 6.  Schedule of Investments.

a) Not applicable.
b) Not applicable.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1.

The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.

The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and

whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4.

Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5.

Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11.  Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 02/28/2009, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)	(1) Not applicable to semiannual reports.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Main Street Funds, Inc.

By:	/s/ John V. MurphyJohn V. Murphy
	Principal Executive Officer
Date: 04/13/2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John V. MurphyJohn V. Murphy
	Principal Executive Officer
Date: 04/13/2009
By:	/s/ Brian W. WixtedBrian W. Wixted
	Principal Financial Officer
Date: 04/13/2009