Exhibit 24(b)(10)

               GORDON HURWITZ BUTOWSKY WEITZEN SHALOV & WEIN
                              101 Park Avenue
                            New York, NY  10178




                                          March 2, 1987


Oppenheimer Retirement Fund
2 Broadway
New York, New York 10004

Dear Sirs:

     In connection with the proposed public offering of shares of
beneficial interest in Oppenheimer Selective Stocks Fund, Oppenheimer U.S.
Government Securities Fund, Oppenheimer Quality Money Market Fund and
Oppenheimer Asset Allocation Fund (collectively, the "Funds"), each being
a series of Oppenheimer Retirement Fund (the "Trust"), we have examined
such records and documents and have made such further investigations and
examinations as we have deemed necessary for the purposes of this opinion.

     It is our opinion that the Trust is a business trust duly organized
and validly existing under the laws of the Commonwealth of Massachusetts
and that an indefinite number of shares of each Fund covered by the
Trust's Registration Statement on Form N-1A (SEC Reg. No. 2-86903) (the
"Registration Statement), when issued and paid for in accordance with the
terms of the offering, as set forth in the Prospectus and Statement of
Additional Information forming a part of the Registration Statement, will
be legally issued, fully paid and non-assessable by the Trust to the
extent set forth in the Registration Statement.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us in the Prospectus and
Statement of Additional Information forming a part thereof.  We also
consent to the filing of this opinion with the authorities administering
the "Blue Sky" or securities law of any jurisdiction in connection with
the registration or qualification under such law of the Trust's only
shares.

                                    Very truly yours,

                                    /s/ Gordon Hurwitz Butowsky
                                    Weitzen Shalov & Wein
                                    ---------------------------
                                    Gordon Hurwitz Butowsky
                                    Weitzen Shalov & Wein

OPINION\240