May, 1995


Dear Oppenheimer Time Fund Shareholder:

     As a mutual fund investment advisor, one of our key objectives is
searching for new investment opportunities for our shareholders of our
funds.  I am writing to you today to let you know about one of those
opportunities.

     On March 16, the Board of Trustees of Oppenheimer Time Fund
determined that it would be in the best interests of shareholders to merge
into another Oppenheimer fund, Oppenheimer Target Fund.  While all
shareholders as of the April 21 record date will receive a proxy statement
with more complete information -- and will have a chance to vote on the
proposal at a shareholder meeting -- I wanted to let you know about the
proposed change as soon as possible.

     Both Time Fund and Oppenheimer Target Fund seek capital appreciation
by investing in companies that present opportunities for long-term growth. 
Time Fund has emphasized medium-sized companies while Target Fund
emphasizes companies of all sizes with capital appreciation potential. 
Target attempts to identify companies with above average earnings growth
selling at below normal valuation levels.  The Fund is currently
overweighted in financial, technology, and healthcare issues, such as
Green Tree Financial, Western Digital Corp., and Cordis. (1)

     Managed by Robert Doll, OppenheimerFunds' Director of Equity
Investments, Target Fund has a stronger history of performance than Time
Fund.  Target's average annual total returns at maximum offering price for
Class A shares for the 1-, 5-, and 10-year periods ended March 31, 1995
and since inception, of the Class on 1/22/81 were 5.97%, 10.30%, 10.64%
and 15.92%, respectively.  And the Fund's year-to-date return as of
3/31/95 at maximum offering price for Class A shares was 9.01%. (2)

     The Board of Trustees believes that the shareholders of Time Fund may
benefit by that Fund merging into Target Fund -- a fund which emphasizes
long-term growth through value and flexibility -- and recommends that you
vote for this change when you receive your proxy in May.

     If you have any questions about the proposal, please feel free to
call your financial advisor -- or call us toll-free at 1-800-525-7048.

     Thank you for your continuing trust and confidence.  We believe you
will be extremely pleased with the new direction planned for Time Fund.

                                              Sincerely,


                                              Jon S. Fossel

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

2.  Oppenheimer Time Fund shareholders will receive Class A shares of
Oppenheimer Target Fund if the reorganization is approved.  Target Fund's
Class A returns show results of hypothetical investments on 1/1/95,
4/1/90, 4/1/85 and 1/22/81, after deducting the current maximum initial
sales charge of 5.75% for Class A shares.  Target Fund's maximum sales
charge rate for Class A shares was higher during a portion of some of the
periods shown, and actual investment results will be different as a result
of the change.  For Class C shares, average annual total returns for the
1-year period ended 3/31/95 and since inception of the Class on 12/1/93
were 10.39% and 6.99%, respectively.  Total return for Class C shares is
based on a hypothetical investment held for that period, after deducting
the 1% contingent deferred sales charge for the 1-year calculation.  Class
A shares were first publicly offered on 1/22/81.  All figures assume
reinvestment of dividends and capital gains distributions.  Past
performance is not indicative so that an investor's shares, when redeemed,
may be worth more or less than the original cost.

DRAFT - TIME/TARGET MERGER STATEMENT
5/5/95

         Background and Statement on Proposed Reorganization of
           Oppenheimer Time Fund into Oppenheimer Target Fund


March 16, 1995 -- The Board of Trustees of Oppenheimer Time Fund voted
unanimously today to reorganize the Fund into Oppenheimer Target Fund and
recommended that Time Fund's shareholders approve the reorganization. 

     A Time Fund shareholder meeting to vote on the reorganization is
scheduled for June 20, 1995.  Shareholders of record as of April 21 are
eligible to vote and will be mailed proxy materials.

     Oppenheimer Time Fund's Board of Trustees believes that shareholders
of the Fund will benefit from the investment flexibility of Target Fund
and the potential for economies of scale that could lead to lower expenses
for shareholders following the reorganization.

     Like Time Fund, Oppenheimer Target Fund's investment objective is
capital appreciation.  While Time Fund currently emphasizes investments
in medium-capitalization companies (generally those with market
capitalizations of $500 million to $5 billion), Target Fund's manager has
been focusing on domestic issues in a broad range of capitalizations. 
Target Fund's manager seeks growth potential by focusing on undervalued
companies with improving earnings.

     Oppenheimer Target Fund is managed currently by Robert C. Doll, Jr.
Executive Vice President and Director of Equity Investments of Oppenheimer
Management Corporation.  He will remain the manager of Target Fund
following the reorganization.  Mr. Doll is also the portfolio manager of
Oppenheimer Growth Fund.  Oppenheimer Time Fund is currently managed by
Jay W. Tracey III, Vice President and Portfolio Manager of Oppenheimer
Management Corporation.  Mr. Tracey will remain portfolio manager of
Oppenheimer Discovery Fund.

     For more complete information about the OppenheimerFunds, including
charges and expenses, investors should obtain a prospectus from their
financial advisor.  They should read the prospectus carefully before
investing.  OppenheimerFunds are distributed by Oppenheimer Funds
Distributor, Inc.



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