SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

OPPENHEIMER ASSET ALLOCATION FUND
- -----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

KATHERINE P. FELD, ESQ.
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
- -----------------------------------------------------------------
(1) Title of each class of securities to which transaction
applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
- -----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid: $125.00
- -----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
PRELIMINARY 14A PROXY STATEMENT
- -----------------------------------------------------------------
(3) Filing Party: KATHERINE P. FELD, ESQ.
- -----------------------------------------------------------------
(4) Date Filed: , 1996

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class A Shares Be Held February 20, 1997

Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in the
United States.

Please detach at perforation before mailing.

Oppenheimer Asset Allocation Proxy For Shareholders Meeting To
Fund - Class A Shares Be Held February 20, 1997

The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Asset Allocation Fund Board of Trustees, which
(the "Fund"), does herenby appoint recommends a vote FOR the election
Robert Bishop, George C Bowen, of all nominees for Trustee and FOR
Andrew J. Donohue and Scott Farrar, each proposal on the reverse side.
and each of them, as attorneys-in The shares represented hereby
fact and proxies of the undersigned, will be voted as indicated on the
with full power of substitution, to reverse side or FOR if no choice
attend the Meeting of Shareholders is indicated.
of the Fund to be held February 20,
1997, at 6803 South Tucson Way,
Englewood, Colorado 80111 at 10:00
A.M., Denver time and at all
adjournments thereof, and to vote the
shares held in the name of the
undersigned on the record date for
said meeting for the election of
Trustees and on the proposals
specified on the reverse side. Said
attorneys-in-fact shall vote in
accordance with their best judgment
as to any other matter.
OVER
240

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class A Shares be held February 20, 1997

Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy
ballot (this card) in the enclosed
postage-paid envelope today, no matter how
many shares you own. A majority of the
Fund's shares must be represented in
person or by proxy. Please vote your
proxy so your Fund can avoid the expense
of another mailing.

Please detach at perforation before mailing.

1. Election of Trustees A) R. Galli G) E. Regan
B) L. Levy H) R. Reynolds
C) B. Lipstein I) D. Spiro
D) B. Macaskill J) P. Trigere
E) E. Moynihan K) C. Yeutter
F) K. Randall

1. / / For all nominees listed except as marked to the contrary at left.
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
/ / Withhold authority to vote for all nominees listed at left.

2. Ratification of selection 2./ /For / /Against / /Abstain
of KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)

3. Approval of changes to the 2./ /For / /Against / /Abstain
Fund's fundamental investment
policies (Proposal No. 2)

4. Approval of the Investment 2./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please give
your full title as such. All joint owners should sign this proxy. If
the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 240

proxy\240bal.a

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class B Shares Be Held February 20, 1997

Please detach at perforation before mailing.

Oppenheimer Asset Allocation Proxy For Shareholders Meeting To
Fund - Class B Shares Be Held February 20, 1997

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class B Shares be held February 20, 1997

Please detach at perforation before mailing.

1. Election of Trustees A) R. Galli G) E. Regan
B) L. Levy H) R. Reynolds
C) B. Lipstein I) D. Spiro
D) B. Macaskill J) P. Trigere
E) E. Moynihan K) C. Yeutter
F) K. Randall

2. Ratification of selection 2./ /For / /Against / /Abstain
of KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)

3. Approval of certain changes 2./ /For / /Against / /Abstain
to the Fund's fundamental
investment policies
(Proposal No. 2)

4. Approval of the Investment 2./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

5. Approval of the Fund's Class 2./ /For / /Against / /Abstain
B 12b-1 Service Plan
(Proposal No. 4)

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 240

proxy\240bal.b

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class C Shares Be Held February 20, 1997

Please detach at perforation before mailing.

Oppenheimer Asset Allocation Proxy For Shareholders Meeting To
Fund - Class C Shares Be Held February 20, 1997

Oppenheimer Asset Allocation Proxy for Shareholders Meeting To
Fund - Class C Shares be held February 20, 1997

Please detach at perforation before mailing.

1. Election of Trustees A) R. Galli G) E. Regan
B) L. Levy H) R. Reynolds
C) B. Lipstein I) D. Spiro
D) B. Macaskill J) P. Trigere
E) E. Moynihan K) C. Yeutter
F) K. Randall

2. Ratification of selection 2./ /For / /Against / /Abstain
of KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)

3. Approval of certain changes 2./ /For / /Against / /Abstain
to the Fund's fundamental
investment policies
(Proposal No. 2)

4. Approval of the Investment 2./ /For / /Against / /Abstain
Advisory Agreement
(Proposal No. 3)

5. Approval of the Fund's Class 2./ /For / /Against / /Abstain
C 12b-1 Service Plan
(Proposal No. 4)

Dated: , 1997
-------------------------------------
(Month) (Day)

Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot 240

proxy\240bal.c

Preliminary Copy

OPPENHEIMER ASSET ALLOCATION FUND

Two World Trade Center, New York, New York 10048-0203

Notice Of Meeting Of Shareholders To Be Held

February 20, 1997

To The Shareholders of Oppenheimer Asset Allocation Fund

Notice is hereby given that a Meeting of the Shareholders of
Oppenheimer Asset Allocation Fund (the "Fund") will be held at 6803
South Tucson Way, Englewood, Colorado, 80111, at 10:00 A.M., Denver
time, on February 20, 1997, or any adjournments thereof, for the
following purposes:

To be voted on by holders of:

Class A Class B Class C
Shares Shares Shares

X X X (a) To elect eleven Trustees to hold office until the next meeting
of shareholders called for the purpose of electing Trustees and
until their successors are elected and shall qualify;

X X X (b) To ratify the selection of KPMG Peat Marwick LLP as the
independent certified public accountants and auditors of the Fund
for the fiscal year beginning October 1, 1996 (Proposal No. 1);

X X X (c) To approve changes to certain of the Fund's fundamental
investments policies (Proposal No. 2);

X X X (d) To approve an Investment Advisory Agreement between the Fund
and OppenheimerFunds, Inc. (the "Manager") (Proposal No. 3);

X (e) To approve the Fund's Class B 12b-1 Distribution and Service
Plan (only shareholders of Class B shares vote on this proposal)
(Proposal No. 4);

X (f) To approve the Fund's Class C 12b-1 Distribution and Service
Plan (only shareholders of Class C shares vote on this proposal)
(Proposal No. 5); and

X X X (g) To transact such other business as may properly come before the
meeting, or any adjournments thereof.

Shareholders of record at the close of business on December 6,
1996, are entitled to vote at the meeting. The election of
Trustees and the Proposals are more fully discussed in the Proxy
Statement. Please read it carefully before telling us, through
your proxy or in person, how you wish your shares to be voted. The
Board of Trustees of the Fund recommends a vote to elect each of
the nominees as Trustee and in favor of each Proposal. WE URGE YOU
TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,

Andrew J. Donohue, Secretary
December 31, 1996

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

240

Preliminary Copy

OPPENHEIMER ASSET ALLOCATION FUND
Two World Trade Center, New York, New York 10048-0203

PROXY STATEMENT

Meeting of Shareholders
To Be Held February 20, 1997

This statement is furnished to the shareholders of Oppenheimer
Asset Allocation Fund (the "Fund") in connection with the
solicitation by the Fund's Board of Trustees of proxies to be used
at a meeting (the "Meeting") of shareholders to be held at 6803
South Tucson Way, Englewood, Colorado, 80111, at 10:00 A.M., Denver
time, on February 20, 1997, or any adjournments thereof. It is
expected that the mailing of this Proxy Statement will be made on
or about December 27, 1996. For a free copy of the Fund's annual
report for its most recent fiscal year, and a copy of its semi-
annual report for any subsequent semi-annual period, call
OppenheimerFunds Services, the Fund's transfer agent, at 1-800-525-
7048.

The enclosed proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in
accordance with the choices specified thereon, and will be included
in determining whether there is a quorum to conduct the meeting.
The proxy will be voted in favor of the nominees for Trustee named
in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual
nominee. The proxy will be voted in favor of each Proposal unless
a choice is indicated to vote against or to abstain from voting on
that Proposal.

Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-
dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted
under applicable stock exchange rules) as record holder vote such
shares for the election of Trustees and on the Proposals in the
same proportion as that broker-dealer votes street account shares
for which voting instructions were received in time to be voted
("broker non-votes"). Abstentions and broker non-votes will be
counted as present for purposes of determining a quorum and will
have the same effect as a vote against the proposal.

If a shareholder executes and returns a proxy but fails to indicate
how the votes should be cast, the proxy will be voted in favor of
the election of each of the nominees named herein for Trustee and
in favor of each Proposal.

The proxy may be revoked at any time prior to the voting by: (1)
writing to the Secretary of the Fund at Two World Trade Center, New
York, New York, 10048-0203; (2) attending the meeting and voting in
person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).

The cost of printing and distributing these proxy materials is an
expense of the Fund. In addition to the solicitation of proxies by
mail, proxies may be solicited by officers or employees of the
Fund's transfer agent, personally or by telephone or telegraph; any
expenses so incurred will also be borne by the Fund. Brokers,
banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the
execution of proxies. For those services they will be reimbursed
by the Fund for their out-of-pocket expenses.

Shares Outstanding and Entitled to Vote. As of December 6, 1996,
the record date, there were 20,891,178.196 shares of the Fund
issued and outstanding, consisting of 18,665,377.085 Class A
shares, 529,586.769 Class B shares and 1,696,214.342 Class C
shares. Each Class A, Class B and Class C share of the Fund has
voting rights as stated in this Proxy Statement and is entitled to
one vote for each share (and a fractional vote for a fractional
share) held of record at the close of business on the record date.
As of November 29, 1996, the only entity owning of record or known
by management of the Fund to be the beneficial owner of 5% or more
of the outstanding shares of any class of the Fund's shares was
Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer Lake Drive,
Jacksonville, FL 33246, 87,561 Class C shares (5.18% of that
class).

ELECTION OF TRUSTEES

At the Meeting, eleven Trustees are to be elected to hold office
until the next meeting of shareholders called for the purpose of
electing Trustees and until their successors shall be duly elected
and shall have qualified. The persons named as attorneys-in-fact
in the enclosed proxy have advised the Fund that unless a proxy
instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies
will be voted by them for the election of the nominees named below
as Trustees of the Fund. As a Massachusetts business trust, the
Fund does not contemplate holding annual shareholder meetings for
the purpose of electing Trustees. Thus, the Trustees will be
elected for indefinite terms until a shareholder meeting is called
for the purpose of voting for Trustees and until their successors
are elected and shall qualify.

Each of the nominees is presently a Trustee and has agreed to be
nominated and, if elected, to continue to serve as a Trustee of the
Fund. A twelfth Trustee, Professor Sidney M. Robbins, has
indicated that he will resign as a Trustee as of December 31, 1996,
at which time the size of the Fund's Board shall be changed to
eleven Trustees. Each of the Trustees is also a Trustee or
Director of Oppenheimer Fund, Oppenheimer Discovery Fund,
Oppenheimer Global Fund, Oppenheimer Global Emerging Growth Fund,
Oppenheimer Global Growth & Income Fund, Oppenheimer Growth Fund,
Oppenheimer Capital Appreciation Fund (formerly named "Oppenheimer
Target Fund"), Oppenheimer Municipal Bond Fund, Oppenheimer Gold &
Special Minerals Fund, Oppenheimer Asset Allocation Fund,
Oppenheimer California Municipal Fund, Oppenheimer Multi-State
Municipal Trust, Oppenheimer Money Market Fund, Inc., Oppenheimer
U.S. Government Trust, Oppenheimer New York Municipal Fund,
Oppenheimer International Growth Fund, Oppenheimer Enterprise Fund,
Oppenheimer World Bond Fund (formerly named "Oppenheimer Multi-
Government Trust"), Oppenheimer Developing Markets Fund and
Oppenheimer Multi-Sector Income Trust (together with the Fund, the
"New York-based Oppenheimer funds") except that Ms. Macaskill is
not a director of Oppenheimer Money Market Fund, Inc. Ms.
Macaskill is President, Mr. Levy is Chairman and Mr. Spiro is Vice
Chairman of the Fund and each of the other New York Oppenheimer
funds.

Each nominee indicated below by an asterisk is an "interested
person" (as that term is defined in the Investment Company Act of
1940, hereinafter referred to as the "Investment Company Act") of
the Fund due to the positions indicated with the Fund's investment
adviser, OppenheimerFunds, Inc. (the "Manager") or its affiliates,
or other positions described. The year given below indicates when
the nominee first became a Trustee or Director of any of the New
York Oppenheimer funds without a break in service. The beneficial
ownership of Class A shares listed below includes voting and
investment control, unless otherwise indicated below. If a nominee
should be unable to accept election, the Board of Trustees may, in
its discretion, select another person to fill the vacant position.
As of November 29, 1996 the Trustees and officers of the Fund as a
group owned 13,375.409 Class A shares of the Fund in the aggregate,
which is less than 1% of the outstanding shares of that class. None
of the Trustees or officers owned any Class B or Class C shares of
the Fund.

Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years November 29, 1996

Leon Levy General Partner of Odyssey Partners, L.P. None
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 71 development).

Robert G. Galli* Vice Chairman of the Manager; formerly None
first became a he held the following positions: Vice
Trustee in 1993 President and Counsel of Oppenheimer
Age: 63 Acquisition Corp., the Manager's parent
holding company; Executive Vice President
and General Counsel and a director of the
Manager and OppenheimerFunds
Distributor, Inc. (the "Distributor"),Vice
President and a director of HarbourView
Asset Management Corporation
("HarbourView") and Centennial Asset
Management Corporation ("Centennial"),
investment adviser subsidiaries of the
Manager, a director of Shareholder
Financial Services, Inc. ("SFSI") and
Shareholder Services, Inc. ("SSI"),
transfer agent subsidiaries of the Manager,
an officer of other Oppenheimer funds.

Benjamin Lipstein Professor Emeritus of Marketing, Stern None
first became a Graduate School of Business Administration,
Trustee in 1974 New York University; a director of Sussex
Age: 73 Publishers, Inc. (publishers of Psychology
Today and Mother Earth News) and Spy
Magazine, L.P.

Bridget A. Macaskill* President and CEO and a director of the None
first became a Manager; Chairman and a director of SSI
Trustee in 1995 and SFSI; President and a director of OAC,
Age: 48 HarbourView and Oppenheimer Partnership
Holdings, Inc; a holding company subsidiary
of the Manager, a director of Oppenheimer
Real Assets Management, Inc.; formerly
Executive Vice President of the Manager.

Elizabeth B. Moynihan Author and architectural historian; a None
first became a trustee of the Freer Gallery of Art
Trustee in 1992 (Smithsonian Institution), the Institute
Age: 67 of Fine Arts (New York University), and
National Building Museum; a member
of the Trustees Council, Preservation
League of New York State; a member of
the Indo-U.S. Sub-Commission on
Education and Culture.

Kenneth A. Randall A director of Dominion Resources, Inc. 291.711
first became a (electric utility holding company),
Trustee in 198 Dominion Energy, Inc. (electric power and
Age: 69 and oil & gas producer), Enron-Dominion
Cogen Corp. (cogeneration company),
Kemper Corporation (insurance and
financial services company) and Fidelity
Life Association (mutual life insurance
company); formerly President and Chief
Executive Officer of The Conference Board,
Inc. (international economic and business
research), a director of Lumbermans Mutual
Casualty Company, American Motorists
Insurance Company and American
Manufactures Insurance Company.

Edward V. Regan Chairman of Municipal Assistance 196.699
first became a Corporation for the City of New York;
Trustee in 1993 Senior Fellow of Jerome Levy Economics
Age: 66 Institute, Bard College; a member of the U.S.
Competitiveness Policy Council; a director
of GranCare, Inc. (health care provider);
formerly New York State Comptroller and
trustee, New York State and Local
Retirement Fund.

Russell S. Reynolds, Jr. Founder Chairman of Russell Reynolds None
first became a Associates, Inc. (executive recruiting);
Trustee in 1989 Chairman of Directorship, Inc. (corporate
Age: 65 governmence consulting); a director of
Professional Staff Limited (U.K.); and
a trustee of Mystic Seaport Museum,
International House and Greenwich
Historical Society.

Sidney M. Robbins** Chase Manhattan Professor Emeritus of 2,406.933
first became a Financial Institutions, Graduate School of
Trustee in 1963 Business, Columbia University; Visiting
Age: 84 Professor of Finance, University of Hawaii;
Emeritus Founding Director of The Korea
Fund, Inc.(a closed-end investment company);
member of the Board of Advisors of Olympus
Private Placement Fund, L.P.; and Professor
Emeritus of Finance, Adelphi University.

Donald W. Spiro* Chairman Emeritus and a director of the None
first became a Manager; formerly Chairman of the Manager
Trustee in 1985 and the Distributor.
Age: 71

Pauline Trigere Chairman and Chief Executive Officer of None
first became a Trigere, Inc. (design and sale of women's
Trustee in 1977 fashions).
Age: 84

Clayton K. Yeutter Of Counsel to Hogan & Hartson (a law firm); None
first became a a director of B.A.T. Industries, Ltd. (tobacco
Trustee in 1993 and financial services), Caterpillar, Inc.
Age: 66 (machinery), ConAgra, Inc. (food and
agricultural products), Farmers Insurance
Company (insurance), FMC Corp.
(chemicals and machinery) IMC Global, Inc.
(chemicals and animal feed) and Texas
Instruments, Inc. (electronics); formerly
Counsellor to the President (Bush) for
Domestic Policy, Chairman of the Republican
National Committee, Secretary of the U.S.
Department of Agriculture, and U.S. Trade
Representative.

_________________________

*A nominee who is an "interested person" of the Fund and the
Manager under the Investment Company Act.
**A Trustee until 12/31/96; Professor Robbins is not a nominee for
election.
1Includes 2,406.933 shares held by Professor Robbins' spouse.
Professor Robbins disclaims ownership of such shares.

Vote Required. The affirmative vote of a majority of the votes
cast by shareholders of the Fund without regard to class is
required for the election of a nominee as Trustee. The Board of
Trustees recommends a vote for the election of each nominee.

Functions of the Board of Trustees: The primary responsibility for
the management of the Fund rests with the Board of Trustees. The
Trustees meet regularly to review the activities of the Fund and of
the Manager, which is responsible for its day-to-day operations.
Six regular meetings of the Trustees were held in the fiscal period
ended September 30, 1996. The Fund has changed its fiscal year
from December 31 to September 30. Each of the Trustees was present
for at least 75% of the meetings held of the board and of all
committees on which that Trustee served. The Trustees of the Fund
have appointed an Audit Committee, comprised of Messrs. Randall
(Chairman), Lipstein, Regan and Robbins (advisory member), none of
whom is an "interested person" (as that term is defined in the
Investment Company Act) of the Manager or the Fund. The functions
of the Committee include (i) making recommendations to the Board
concerning the selection of independent auditors for the Fund
(subject to shareholder ratification); (ii) reviewing the methods,
scope and results of audits and the fees charged; (iii) reviewing
the adequacy of the Fund's internal accounting procedures and
controls; and (iv) establishing a separate line of communication
between the Fund's independent auditors and its independent
Trustees. The Committee met three times during the fiscal year
ended September 30, 1996. The Board of Trustees does not have a
standing nominating or compensation committee.

Remuneration of Trustees. The officers of the Fund are
affiliated with the Manager. They and the Trustees of the Fund who
are affiliated with the Manager (Ms. Macaskill and Messrs. Galli
and Spiro) receive no salary or fee from the Fund. The remaining
Trustees of the Fund received the compensation shown below from the
Fund, during its fiscal year ended September 30, 1996, and from all
of the New York-based Oppenheimer funds (including the Fund) for
which they served as Trustee or Director. Compensation is paid for
services in the positions below their names:

Retirement Benefits Total Compensation
Aggregate Retirement Benefits From All
Name and Compensation Accrued as Part of New York-based
Position from Fund1 Fund Expenses1 Oppenheimer funds2

Leon Levy $6,643 $9,517 $141,000.00
Chairman and Trustee

Benjamin Lipstein $4,061 $5,818 $86,200.00
Study Committee
Chairman and Trustee3

Elizabeth B. Moynihan $4,061 $5,818 $86,200.00
Study Committee
Member and Trustee

Kenneth A. Randall $3,693 $5,291 $78,400.00
Audit Committee
Member and Trustee

Edward V. Regan $3,241 $4,644 $68,800.00
Proxy Committee
Chairman, Audit
Committee Member
and Trustee

Russell S. Reynolds Jr. $2,454 $3,516 $52,100.00
Proxy Committee
Member and Trustee

Sidney M. Robbins $5,752 $8,241 $122,100.00
Study Committee and
Audit Committee Advisory
Member and Trustee3

Pauline Trigere $2,454 $3,516 $52,100.00
Trustee

Clayton K. Yeutter $2,454 $3,516 $52,100.00
Proxy Committee
Member and
Trustee

______________________

1For the Fund's fiscal year ended September 30, 1996.
2For the 1995 calendar year (prior to the inception of the Proxy
Committee), during which the New York-based Oppenheimer funds,
listed in the first paragraph of this section, included Oppenheimer
Mortgage Income Fund and Oppenheimer Time Fund (which ceased
operation following the acquisition of their assets by certain
other Oppenheimer funds) but excluded Oppenheimer International
Growth Fund, which had not yet commenced operations.
3 Dr. Lipstein assumed the Committee position shown above on
October 10, 1996, prior to which he was a member of the Study
Committee and Professor Robbins was Chairman of the Study Committee
and Vice-Chairman of the Audit Committee.

The Fund has adopted a retirement plan that provides for payment to
a retired Trustee of up to 80% of the average compensation paid
during that Trustee's five years of service in which the highest
compensation was received. A Trustee must serve in that capacity
for any of the New York-based Oppenheimer funds for at least 15
years to be eligible for the maximum payment. Because each
Trustee's retirement benefits will depend on the amount of the
Trustee's future compensation and length of service, the amount of
those benefits cannot be determined at this time, nor can the Fund
estimate the number of years of credited service that will be used
to determine those benefits.

Officers of the Fund. Each officer of the Fund is elected by the
Trustees to serve an indefinite term. Information is given below
about the executive officers who are not Trustees of the Fund,
including their business experience during the past five years.

Richard H. Rubinstein, Vice President and Portfolio Manager; Age:
48
Senior Vice President of the Manager; an officer of other
Oppenheimer funds; formerly Vice President and Portfolio
Manager/Security Analyst for Oppenheimer Capital Corp., an
investment adviser.

Andrew J. Donohue, Secretary; Age: 46
Executive Vice President and General Counsel of the Manager and the
Distributor; President and a Director of Centennial; Executive Vice
President, General Counsel and a director of HarbourView, SSI, SFSI
and Oppenheimer Partnership Holdings, Inc.; President and a
director of Oppenheimer Real Asset Management, Inc.; General
Counsel of OAC; Executive Vice President, General Counsel and
Director of MultiSource Services, Inc. (a broker-dealer); an
officer of other Oppenheimer funds; formerly Senior Vice President
nd Associate General Counsel of the Manager and the Distributor,
Partner in Kraft & McManimon (a law firm), an officer of First
Investors Corporation (a broker-dealer) and First Investors
Management Company, Inc. (broker-dealer and investment adviser);
and director and an officer of First Investors Family of Funds and
First Investors Life Insurance Company.

George C. Bowen, Treasurer; Age: 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President
and Treasurer of the Distributor and HarbourView; Senior Vice
President, Treasurer and Assistant Secretary and a director of
Centennial; Senior Vice President, Treasurer and Secretary of SSI;
Vice President, Treasurer and Secretary of SFSI; Treasurer of OAC;
President and Treasurer of Oppenheimer Real Asset Management, Inc.;
Chief Executive Officer, Treasurer and a director of MultiSource
Services, Inc. (a broker-dealer) and an officer of other
Oppenheimer funds.

Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other
Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer; Age: 38
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller of the
Manager, prior to which he was an Accountant for Yale & Seffinger,
P.C., an accounting firm, and previously an Accountant and
Commissions Supervisor for Stuart James Company Inc., a broker-
dealer.

Scott T. Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller for the
Manager.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)

The Investment Company Act requires that independent certified
public accountants and auditors ("auditors") be selected annually
by the Board of Trustees and that such selection be ratified by the
shareholders at the next-convened annual meeting of the Fund, if
one is held. The Board of Trustees of the Fund, including a
majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund or the Manager,
at a meeting held April 11, 1996, selected KPMG Peat Marwick LLP
("Peat Marwick") as auditors of the Fund for the fiscal period
beginning October 1, 1996. Peat Marwick also serves as auditors
for certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the
shareholders' vote to ratify the selection of Peat Marwick as
auditors. Representatives of Peat Marwick are not expected to be
present at the Meeting but will have the opportunity to make a
statement if they desire to do so and will be available should any
matter arise requiring their presence. The Board of Trustees
recommends approval of the selection of Peat Marwick as auditors of
the Fund.

APPROVAL OF CHANGES TO CERTAIN OF THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES
(Proposal No. 2)

The Manager has found that certain of the Fund's fundamental
investment policies are unnecessarily restrictive, and proposes
that they be changed as described below. An investment policy that
has been designated as "fundamental" is one that cannot be changed
without the requisite shareholder approval described below under
"Vote Required." A vote in favor of this proposal shall be a vote
in favor of all the proposed investment policy changes described in
this Proposal No. 2. If approved, the effective date of this
proposal can be delayed until the Fund's Prospectus or Statement of
Additional Information is updated to reflect these changes.
Regardless of whether shareholders approve this proposal, the
Manager intends to change the Fund's name on or shortly after the
date of this shareholders meeting to "Oppenheimer Multiple
Strategies Fund." The new name will be reflected in an updated
Prospectus and Statement of Additional Information for the Fund.
If shareholders do not approve this proposal, none of the
investment policy changes described in this Proposal No. 2 will be
implemented at this time. The Fund's Board of Trustees, including
a majority of its independent Trustees, at a meeting held October
10, 1996, determined that the current fundamental investment
policies described below are unnecessarily restrictive, and
recommend approval of this Proposal No. 2

Investment Objective. As a matter of fundamental policy, the
Fund seeks high total investment return as its investment
objective. Fundamental policies may be changed only by the vote of
a "majority" (as defined in the Investment Company Act) of the
Fund's outstanding voting securities. As explained below, the
Fund proposes to change its investment objective to be "high total
investment return consistent with preservation of principal," as
more accurately reflecting the Fund's investment style.

The Fund employs a "multiple-style" approach to investing which
helps to lower risk through diversification. The Fund's equity
assets are allocated among growth, value, contrarian, international
and dividend-paying stocks, while fixed-income securities are
allocated among U.S. government, U.S. lower-grade corporate and
foreign fixed-income securities.

If shareholders approve this Proposal No. 2, the Fund will adopt
two non-fundamental investment policies. These additional
investment policies may be changed by the Manager in the future, if
desired, without shareholder approval. The first policy is that
the Fund will invest at least 25% of its total assets in fixed-
income senior securities. Bonds and notes are generally considered
fixed-income securities. The second policy is that the Fund will
invest at least 25% of its total assets in equity securities,
including common stocks, preferred stocks and securities
convertible into common stocks. These policies are consistent with
the Fund's current investment style.

Diversification. Under the Investment Company Act, a
"diversified" management investment company such as the Fund is
defined as one wherein, with respect to at least 75% of its total
assets, (i) no more than 5% of the Fund's total assets are invested
in securities of a single issuer (other than the U.S. Government or
its agencies or instrumentalities) and (ii) the Fund owns no more
than 10% of that issuer's voting securities. Under the Fund's
current diversification policy, which is a fundamental policy, the
Fund is diversified with respect to 100% of its total assets. This
is a more restrictive approach than is required under the
Investment Company Act. If shareholders approve this Proposal No.
3, the Fund would change its diversification from 100% to 75% of
its total assets, as permitted by the Investment Company Act. The
Fund's revised diversification policy would provide that:

"The Fund cannot buy securities issued or guaranteed by any
one issuer (except the U.S. Government or any of its agencies
or instrumentalities) if, with respect to 75% of its total
assets, more than 5% of the Fund's total assets would be
invested in securities of that issuer, or the Fund would then
own more than 10% of that issuer's voting securities."

Approval of this Proposal will enable the Fund to freely invest up
to 25% of its total assets. Under either 100% or 75%
diversification, each foreign government is considered to be an
issuer for diversification purposes. Under the Fund's current 100%
diversification policy, the Fund is limited to investing no more
than 5% of its total assets in securities of any one foreign
government, including securities issued by that foreign
government's agencies or instrumentalities. The Fund wishes to be
able to take greater advantage of investment opportunities that
exist from time to time in foreign government securities, and to
permit investment flexibility to a greater degree.

Hedging. The Fund currently has a fundamental investment
policy that provides that, "The Fund cannot invest in commodities
or commodity contracts; however, the Fund may buy and sell hedging
instruments permitted by any of its other fundamental policies."
This policy prohibits the Fund from trading in physical
commodities, and the Fund does not seek permission to trade
physical commodities. However, this investment policy could be
read to prohibit the Fund from buying or selling options, futures,
securities or other instruments backed by physical commodities,
including "commodity-linked" notes.

The Manager proposes that this fundamental investment policy be
deleted. Although the Fund's current prospectus contains
disclosure regarding options, futures, securities or other
instruments backed by physical commodities, removing this
fundamental investment will resolve any ambiguity as to whether the
Fund may invest in those instruments.

Investments in Other Investment Companies. The Fund currently
has a fundamental investment policy that it will not invest in
other open-end investment companies, or invest more than 5% of its
net assets at the time of purchase in closed-end investment
companies, including small business investment companies, nor make
any such investments at commission rates in excess of normal
brokerage commissions.

If this Proposal No. 2 is approved, the Fund would adopt in its
place a non-fundamental policy that the Fund cannot invest in
securities of other investment companies, except by purchase in the
open market where no commission or profit to a sponsor or dealer
results from such purchase other than the customary broker's
commission, and except where such purchase is part of a plan of
merger, consolidation, reorganization or acquisition.

The reason for the proposed change is to allow the Fund to take
greater advantage of investment opportunities in closed-end
investment companies, shares of which may trade at a discount from
their net asset value. In addition, making the new investment
policy non-fundamental provides the Fund with the ability to modify
or eliminate this restriction at a later date without the delay and
expense of seeking shareholder approval, as a result of changes in
regulations or the creation of new types of investments. Changes
in non-fundamental investment policies require approval of the
Fund's Board of Trustees.

Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of this
proposal to change a fundamental investment policy; the classes do
not vote separately. The requirement for such "majority" is defined
in the Investment Company Act as the vote of the holders of the
lesser of: (i) 67% of more of the voting securities present or
represented by proxy at the shareholders meeting, if the holders of
more than 50% of the outstanding voting securities are present or
represented by proxy; or (ii) more than 50% of the outstanding
voting securities. The Board of Trustees recommends a vote in
favor of approving this Proposal.

APPROVAL OF PROPOSED INVESTMENT ADVISORY AGREEMENT
(Proposal No. 3)

The Fund has an Investment Advisory Agreement dated June 27, 1994,
with the Manager (the "Agreement") which was most recently approved
by the Fund's Board of Trustees, including a majority of the
Trustees who are not "interested persons" (as defined in the
Investment Company Act) of the Fund or of the Manager on December
14, 1995. The Agreement was approved by shareholders of the Fund
at a meeting held on June 20, 1994. A copy of the Agreement is
included in this Proxy Statement as Exhibit A. If approved by the
shareholders at this meeting, the Proposed Agreement will continue
in effect until December 31, 1997, and thereafter from year to year
unless terminated, but only so long as such continuance is approved
in accordance with the Investment Company Act.

Under the Agreement, the Manager supervises the investment
operations of the Fund and the composition of its portfolio and
furnishes the Fund advice and recommendations with respect to
investments, investment policies and the purchase and sale of
securities. The management fee payable monthly under the Agreement
to the Manager is computed on the average net assets of the Fund as
of the close of business each day at the annual rates of 0.75% of
the first $200 million; 0.72% of the next $200 million; 0.69% of
the next $200 million; 0.66% of the next $200 million; and 0.60% of
aggregate net assets in excess of $800 million. During the fiscal
period ended September 30, 1996, the Fund paid the Manager a fee of
$1,544,001 under the Agreement. The Manager also acts as investment
adviser to other funds that have similar or comparable investment
objectives. A list of those funds and the net assets and advisory
fee rates paid by those funds, is contained in Exhibit B to this
Proxy Statement.

The Agreement requires the Manager, at its expense, to provide the
Fund with adequate office space, facilities and equipment as well
as to provide, and supervise the activities of all administrative
and clerical personnel required to provide effective administration
for the Fund, including the compilation and maintenance of records
with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and
registration statements for continuous public sale of shares of the
Fund. Expenses not expressly assumed by the Manager under the
Agreement or by the distributor of the Fund's shares are paid by
the Fund. The Agreement lists examples of expenses paid by the
Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit
expenses, custodian and transfer agent expenses, share certificate
issuance costs, certain printing and registration costs, and non-
recurring expenses, including litigation.

The Agreement contains no expense limitation. However,
independently of the Agreement, the Manager has undertaken that the
total expenses of the Fund in any fiscal year (including the
management fee but excluding taxes, interest, brokerage fees and
any extraordinary non-recurring expenses, such as litigation)
shall not exceed the most stringent applicable state regulatory
limitation. The payment of the management fee at the end of any
month will be reduced so that there will not be any accrued but
unpaid liability under this expense limitation. The Manager
reserves the right to change or eliminate this expense limitation
at any time. Due to changes in federal securities laws, such state
regulatory limitations no longer apply, and the Manager anticipates
that it will withdraw its undertaking with the Fund's next updated
Prospectus and Statement of Additional Information. During the
Fund's most recent fiscal period ended August 31, 1996 (the Fund
has changed its fiscal year from December 31 to September 30), the
Fund's expenses did not exceed the most stringent state regulatory
limit and the voluntary undertaking was not invoked.

The Agreement provides that in the absence of willful misfeasance,
bad faith or gross negligence in the performance of its duties or
reckless disregard of its obligations under the Agreement, the
Manager is not liable for any loss sustained by reason of any
investment, or the purchase, sale or retention of any security, or
for any act or omission in performing the services required by the
Agreement. The Agreement permits the Manager to act as investment
adviser for any other person, firm or corporation and to use the
name "Oppenheimer" in connection with other investment companies
for which it may act as investment adviser. If the Manager shall
no longer act as investment adviser to the Fund, the right of the
Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.

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

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

Description of Brokerage Practices. Subject to the provisions of
the Agreement, and the procedures and rules described above,
allocations of brokerage are generally made by the Manager's
portfolio traders based upon recommendations from the Manager's
portfolio managers. In certain instances, portfolio managers may
directly place trades and allocate brokerage, also subject to the
provisions of the investment advisory agreement and the procedures
and rules described above. In either case, brokerage is allocated
under the supervision of the Manager's executive officers.
Transactions in securities other than those for which an exchange
is the primary market are generally done with principals or market
makers. Brokerage commissions are paid primarily for effecting
transactions in listed securities or for certain fixed-income
agency transactions in the secondary market and are otherwise paid
only if it appears likely that a better price or execution can be
obtained. When the Fund engages in an option transaction,
ordinarily the same broker will be used for the purchase or sale of
the option and any transaction in the securities to which the
option relates. When possible, concurrent orders to purchase or
sell the same security by more than one of the accounts managed by
the Manager or its affiliates are combined. The transactions
effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders
actually placed for each account. Option commissions may be
relatively higher than those which would apply to direct purchases
and sales of portfolio securities.

The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of
those other accounts may be useful both to the Fund and one or more
of such other accounts. Such research, which may be supplied by a
third party at the instance of a broker, includes information and
analyses on particular companies and industries as well as market
or economic trends and portfolio strategy, receipt of market
quotations for portfolio evaluations, information systems, computer
hardware and similar products and services. If a research service
also assists the Manager in a non-research capacity (such as
bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid in commission
dollars. The Board of Trustees permits the Manager to use
concessions on fixed price offerings to obtain research, in the
same manner as is permitted for agency transactions. The Board
also permits the Manager to use stated commissions on secondary
fixed-income agency trades to obtain research where the broker has
represented to the Manager that: (i) the trade is not from or for
the broker's own inventory; (ii) the trade was executed by the
broker on an agency basis at the stated commission; and (iii) the
trade is not a riskless principal transaction.

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

The Manager, the Distributor and the Transfer Agent. Subject to
the authority of the Board of Trustees, the Manager is responsible
for the day-to-day management of the Fund's business, pursuant to
its investment advisory agreement with the Fund. OppenheimerFunds
Distributor, Inc., a wholly-owned subsidiary of the Manager, is the
general distributor of the Fund's shares. OppenheimerFunds
Services, a division of the Manager, serves as the transfer and
shareholder servicing agent for the Fund on an "at-cost" basis, for
which it was paid $263,045 by the Fund during its fiscal period
ended September 30, 1996.

The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $55 billion as of September 30, 1996, and with more than 3
million shareholder accounts. The Manager is a wholly-owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Manager, the Distributor and OAC are located
at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below,
the common stock of OAC is owned by (i) certain officers and/or
directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851.

The common stock of OAC is divided into three classes. At
September 29, 1996, MassMutual held (i) all of the 2,160,000 shares
of Class A voting stock, (ii) 526,105 shares of Class B voting
stock, and (iii) 1,328,053 shares of Class C non-voting stock.
This collectively represented 82.2% of the outstanding common stock
and 92.3% of the voting power of OAC as of that date. Certain
officers and/or directors of the Adviser held (i) 598,704 shares of
the Class B voting stock, representing 12.3% of the outstanding
common stock and 6.0% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable,
allow the holders to purchase up to 627,362 shares of Class C non-
voting stock. That group includes persons who serve as officers of
the Fund, and Ms. Macaskill and Messrs. Galli and Spiro, who serve
as Directors of the Fund. Holders of OAC Class B and Class C
common stock may put (sell) their shares and vested options to OAC
or MassMutual at a formula price (based on earnings of the
Adviser). MassMutual may exercise call (purchase) options on all
outstanding shares of both such classes of common stock and vested
options at the same formula price. From the period October 1, 1995
to September 29, 1996, the only transactions by persons who serve
as Trustees of the Fund were by Ms. Macaskill, who surrendered to
OAC 20,000 stock appreciation rights issued in tandem with the
Class C OAC options, for cash payments aggregating $1,421,800 and
Mr. Galli, who sold 10,000 shares of Class C OAC common stock to
MassMutual for an aggregate of $787,900.

The names and principal occupations of the executive officers and
directors of the Adviser are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Donald W. Spiro,
Chairman Emeritus; Robert G. Galli and James C. Swain, Vice
Chairmen; Robert C. Doll, O. Leonard Darling, Paula Gabriele,
Barbara Hennigar, James Ruff, Loretta McCarthy, Tilghman G. Pitts
III and Nancy Sperte, Executive Vice Presidents; Andrew J. Donohue,
Executive Vice President and General Counsel; George C. Bowen,
Senior Vice President and Treasurer; Peter M. Antos, Victor Babin,
Robert A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry
A. Webman, William L. Wilby and Robert G. Zack, Senior Vice
Presidents. These officers are located at one of the four offices
of the Manager: Two World Trade Center, New York, NY 10048-0203;
3410 South Galena Street, Denver, CO 80231-5099; 350 Linden Oaks,
Rochester, NY 14625-2807 and One Financial Plaza, 755 Main Street,
Hartford, CT 06103.

Considerations by the Board of Trustees. In connection with the
approval of the Agreement, the Manager provided extensive
information to the Independent Trustees. The Independent Trustees
were provided with data as to the qualifications of the Manager's
personnel, the quality and extent of the services rendered and its
commitment to its mutual fund advisory business. The Independent
Trustees also considered data presented by the Manager showing the
extent to which it had expanded its investment personnel and other
services dedicated to the equity area of its mutual fund advisory
activities. Information prepared specifically for the purpose of
assisting the Independent Trustees in their evaluation of the
Agreement included an analysis of the performance and expenses of
the Fund as compared to other similar funds.

Analysis of Nature, Quality and Extent of Services. In determining
whether to approve the Agreement and to recommend its approval by
the Fund's shareholders, the Independent Trustees particularly
considered: (1) the effect of the proposed investment management
fee on the expense ratio of the Fund; (2) the investment record of
the Manager in managing the Fund, and the investment record of
other investment companies for which it acts as investment adviser
and (3) data as to investment performance, advisory fees and
expense ratios of other investment companies not advised by the
Manager but believed to be in the same overall investment and size
category as the Fund. The Independent Trustees also considered the
following factors, among others: (1) the necessity of the Manager
maintaining and enhancing its ability to retain and attract capable
personnel to serve the Fund; (2) the Manager's overall
profitability; (3) pro-forma profitability data giving effect to
the proposed revision in the investment management fee but before
marketing and promotional expenses anticipated to be paid by the
Manager and its affiliates; (4) possible economies of scale; (5)
other benefits to the Manager from serving as investment manager to
the Fund, as well as benefits to its affiliates acting as principal
underwriter and its division acting as transfer agent to the Fund;
(6) current and developing conditions in the financial services
industry, including the entry into the industry of larger and
highly capitalized companies which are spending and appear to be
prepared to continue to spend substantial sums to engage personnel
and to provide services to competing investment companies; and (7)
the financial resources of the Manager and the desirability of
appropriate incentives to assure that the Manager will continue to
furnish high quality services to the Fund.

Analysis of Profitability of the Manager. The Independent Trustees
were advised that the Manager does not maintain its financial
records on a fund-by-fund basis. However, the Manager does provide
the Independent Trustee on an annual basis with its allocation of
expenses on a fund-by-fund basis. The Independent Trustees
considered information provided by the Manager regarding its
profitability and also considered comparative information relating
to the profitability of other mutual fund investment managers. The
Independent Trustees also noted the substantial marketing and
promotional activities in which the Manager and its affiliates
engage and propose to engage on behalf of the Fund.

Determination by the Independent Trustees and the Board of
Trustees. After completion of its review, the Independent Trustees
recommended that the Board of Trustees approve, and the Board
unanimously approved, the Proposed Agreement.

Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of the
Proposed Agreement; the classes do not vote separately. The
requirements for such "majority" are described in Proposal No. 2.
The Board of Trustees recommends a vote in favor of approving the
Proposed Investment Advisory Agreement.

APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)

NOTE: This Proposal applies to Class B Shareholders only.

Class B shares were first offered to the public on August 29, 1995.
At that time, the Fund had adopted a Distribution Plan and
Agreement for Class C shares pursuant to Rule 12b-1 of the
Investment Company Act, in conformity with the National Association
of Securities Dealers, Inc. ("NASD") Rule which permits the Fund to
pay up to 0.25% of its average annual net assets as a service fee
and up to 0.75% of its average annual assets as an asset-based
sales charge. The Manager, as the sole initial shareholder of the
Fund's Class B shares, has approved a Distribution and Service Plan
for the Class B shares of the Fund (the "Distribution and Service
Plan") under Rule 12b-1 of the Investment Company Act. At a
meeting of the Fund's Board of Trustees held in March 16, 1995, the
Fund's Board of Trustees, including a majority of the Trustees who
are not "interested persons" (as defined in the Investment Company
Act) of the Fund or the Manager, and who have no direct or indirect
financial interest in the operation of the Fund's 12b-1 plans or in
any related agreements ("Independent Trustees"), approved the
Distribution and Service Plan and determined to recommend the
Distribution and Service Plan for approval by the shareholders. A
copy of the Distribution and Service Plan for Class B shares is
attached as Exhibit C to this proxy statement.

Description of the Distribution and Service Plan. Under the
Distribution and Service Plan, the Fund compensates the Distributor
for its services in connection with the distribution of Class B
Shares and the personal service and maintenance of accounts that
hold Class B shares. The Fund pays the Distributor an asset-based
sales charge of 0.75% per annum of Class B shares outstanding for
six years or less, and also pays the Distributor a service fee of
0.25% per annum, each of which is computed on the average annual
net assets of Class B shares of the Fund.

The Distribution and Service Plan provides for payments for two
different distribution-related functions. The Distributor pays
certain brokers dealers, banks or other institutions ("Recipients")
a service fee of 0.25% for personal services to Class B
shareholders and maintenance of shareholder accounts by those
Recipients. The services rendered by Recipients in connection with
personal services and the maintenance of Class B shareholder
accounts may include but shall not be limited to, the following:
answering routine inquiries from the Recipient's customers
concerning the Fund, providing such customers with information on
their investment in shares, assisting in the establishment and
maintenance of accounts or sub-accounts in the Fund, making the
Fund's investment plans and dividend payment options available, and
providing such other information and customer liaison services and
the maintenance of accounts as the Distributor or the Fund may
reasonably request. The Distributor is permitted under the
Distribution and Service Plan to retain service fee payments to
compensate it for rendering such services.

Service fee payments by the Distributor to Recipients are made (i)
in advance for the first year Class B shares are outstanding,
following the purchase of shares, in an amount equal to 0.25% of
the net asset value of the shares purchased by the Recipient or its
customers and (ii) thereafter, on a quarterly basis, computed as of
the close of business each day at an annual rate of 0.25% of the
net asset value of Class B shares held in accounts of the Recipient
or its customers. In the event Class B shares are redeemed less
than one year after the date such shares were sold, the Recipient
is obligated to repay to the Distributor on demand a pro rata
portion of such advance service fee payments, based on the ratio of
the remaining period to one year.

The Distribution and Service Plan also provides that the Fund will
pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class B shares
outstanding to compensate it for other services in connection with
the distribution of the Fund's Class B shares. The distribution
assistance and administrative support services rendered by the
Distributor in connection with the sales of Class B shares may
include: (i) paying sales commissions to any broker, dealer, bank
or other institution that sells the Fund's Class B shares, (ii)
paying compensation to and expenses of personnel of the Distributor
who support distribution of Class B shares by Recipients, and (iii)
paying or reimbursing the Distributor for interest and other
borrowing costs incurred on any unreimbursed expenses carried
forward to subsequent fiscal quarters. The other distribution
assistance in connection with the sale of Class B shares rendered
by the Distributor and Recipients may include, but shall not be
limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class B
shareholders, processing Class B share purchase and redemption
transactions and providing such other information in connection
with the distribution of Class B shares as the Distributor or the
Fund may reasonably request.

The Distributor currently pays sales commissions from its own
resources to Recipients at the time of sale equal to 3.75% of the
purchase price of Fund shares sold by such Recipient, and advances
the first year service fee of 0.25%. Asset-based sales charge
payments are designed to permit an investor to purchase shares of
the Fund without the assessment of a front-end sales load and at
the same time permit the Distributor to compensate Recipients in
connection with the sale of shares of the Fund. The Distributor
and the Fund anticipate that it will take a number of years for the
Distributor to recoup the sales commissions paid to Recipients and
other distribution-related expenses, from the Fund's payments to
the Distributor under the Distribution and Service Plan, and from
the contingent deferred sales charge deducted from redemption
proceeds for Class B shares redeemed before the end of six years of
their purchase, as described in the Fund's prospectus.

The Distribution and Service Plan contains a provision which
provides that the Board may allow the Fund to continue payments to
the Distributor for Class B shares sold prior to termination of the
Distribution and Service Plan. Pursuant to this provision, payment
of the asset-based sales charge of up to 0.75% per annum could be
continued by the Board after termination.

The Distribution and Service Plan has the effect of increasing
annual expenses of Class B shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would
otherwise be. Payments by the Fund to the Distributor under the
current Class B Plan for the fiscal period ended September 30, 1996
totalled $26,446 (1.0% of the Fund's average net assets represented
by Class B shares during that period), of which $25,989 was
retained by the Distributor.

If the Class B shareholders approve this Proposal, the Distribution
and Service Plan shall, unless terminated as described below,
continue in effect until December 31, 1997 and from year to year
thereafter only so long as such continuance is specifically
approved, at least annually, by the Fund's Board of Trustees and
its Independent Trustees by a vote cast in person at a meeting
called for the purpose of voting on such continuance. The
Distribution and Service Plan may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the Investment Company Act)
of the Fund's outstanding Class B shares. The Distribution and
Service Plan may not be amended to increase materially the amount
of payments to be made without approval by Class B shareholders.
All material amendments must be approved by a majority of the
Independent Trustees.

Additional Information. The Distribution and Service Plan provides
that while it is in effect, the selection and nomination of those
Trustees of the Fund who are not "interested persons" of the Fund
is committed to the discretion of the Independent Trustees. This
does not prevent the involvement of others in such selection and
nomination if the final decision on any such selection or
nomination is approved by a majority of the Independent Trustees.

Under the Distribution and Service Plan, no payment for service
fees will be made to any Recipient in any quarter if the aggregate
net asset value of all Fund shares held by the Recipient for itself
and its customers does not exceed a minimum amount, if any, that
may be determined from time to time by a majority of the
Independent Trustees. Initially, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount. The
Distribution and Service Plan permits the Distributor and the
Manager to make additional distribution payments to Recipients from
their own resources (including profits from management fees) at no
cost to the Fund. The Distributor and the Manager may, in their
sole discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.

Analysis of the Distribution and Service Plan by the Board of
Trustees. In considering whether to recommend the Distribution and
Service Plan for approval, the Board requested and evaluated
information it deemed necessary to make an informed determination.
The Board found that there is a reasonable likelihood that the
Distribution and Service Plan benefits the Fund and its Class B
shareholders by providing financial incentives to financial
intermediaries to attract new Class B shareholders to the Fund and
by assisting the efforts of the Fund and the Distributor to service
and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive
with similar funds, including funds that impose sales charges,
provide financial incentives to institutions that direct investors
to such funds, and provide shareholder servicing and administrative
services.

The Board concluded that it is likely that because the Distribution
and Service Plan provides an alternative means for investors to
acquire Fund shares without paying an initial sales charge, it will
benefit Class B shareholders of the Fund by enabling the Fund to
maintain or increase its present asset base in the face of
competition from a variety of financial products. The Trustees
recognized that payments made pursuant to the Distribution and
Service Plan would likely be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger
assets, the Class B shareholders should benefit as the Distribution
and Service Plan should help maintain Fund assets at the lower
investment advisory fee rate that is currently in effect. Costs of
shareholder administration and transfer agency operations will be
spread among a larger number of shareholders as the Fund grows
larger, thereby reducing the Fund's expense ratio. The Manager has
advised the Trustees that investing larger amounts of money is made
more readily, more efficiently, and at lesser cost to the Fund.
The Board found that a positive flow of new investment money is
desirable primarily to offset the potentially adverse effects that
might result from a pattern of net redemptions. Net cash outflow
increases the likelihood that the Fund will have to dispose of
portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions
when investment considerations would dictate otherwise, reduces
daily liquidity requirements, and may assist in a prompt
restructuring of the portfolio without the need to dispose of
present holdings.

Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments
to a mutual fund's distributor and to brokers, dealers, banks and
other financial institutions has become common in the mutual fund
industry. Competition among brokers and dealers for these types of
payments has intensified. The Trustees concluded that promotion,
sale and servicing of mutual fund shares and shareholders through
various brokers, dealers, banks and other financial institutions is
a successful way of distributing shares of a mutual fund. The
Trustees concluded that without an effective means of selling and
distributing Fund shares and servicing shareholders and providing
account maintenance, expenses may remain higher on a per share
basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and
Service Plan proposed for shareholder approval is designed to
stimulate sales by and services from many types of financial
institutions.

The Trustees recognize that the Manager will benefit from the
Distribution and Service Plan through larger investment advisory
fees resulting from an increase in Fund assets, since its fees are
based upon a percentage of net assets of the Fund. The Board,
including each of the Independent Trustees, determined that the
Distribution and Service Plan is in the best interests of the Fund,
and that its continuation has a reasonable likelihood of benefiting
the Fund and its Class B shareholders. In its annual review of the
Distribution and Service Plan, the Board will consider the
continued appropriateness of the Distribution and Service Plan,
including the level of payments provided for therein.

Vote Required. Pursuant to Rule 12b-1 under the Investment Company
Act, an affirmative vote of the holders of a "majority" (as defined
in the Investment Company Act) of the Fund's Class B voting
securities is required for approval of the Distribution and Service
Plan. The requirements for such "majority" vote under the
Investment Company Act are described in Proposal No. 2. A vote in
favor of this Proposal shall be deemed a vote to approve the prior
Plans and the Distribution and Service Plan. The Board of Trustees
recommends a vote in favor of approving this Proposal.

APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 5)

NOTE: This Proposal applies to Class C Shareholders only.

Class B shares were first offered to the public on December 1,
1993. At that time, the Fund had adopted a Distribution Plan and
Agreement for Class B shares pursuant to Rule 12b-1 of the
Investment Company Act. In October 6, 1993, the Fund's Board of
Trustees, including a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) of
the Fund and who have no direct or indirect financial interest in
the operation of the Fund's current 12b-1 plans or in any related
agreements ("Independent Trustees"), approved amendments to that
plan to recharacterize it as a distribution and service plan and
agreement in conformity with the National Association of Securities
Dealers, Inc. ("NASD") Rule which permits the Fund to pay on an
annual basis up to 0.25% of its average annual net assets as a
service fee and up to 0.75% of its average annual assets as an
asset-based sales charge. In February of 1994, that Distribution
and Service Plan was further amended by the Fund's Board of
Trustees to eliminate a provision which had required the Fund to
continue to make payments to the Distributor after a termination of
the Distribution and Service Plan.

At a meeting of the Fund's Board of Trustees held March 16, 1995,
the Manager proposed the adoption of a new Class B Distribution and
Service Plan and Agreement for Class B shares (the "Class B
Distribution and Service Plan") which is recharacterized as a
"compensation type plan" instead of a "reimbursement type plan."
The Fund's Board of Trustees, including a majority of the
Independent Trustees, approved the new Class B Distribution and
Service Plan, subject to shareholder approval, and determined to
recommend the Class B Distribution and Service Plan and Agreement
for approval by Class B shareholders. A copy of the new Class B
Distribution and Service Plan is attached as Exhibit D to this
proxy statement.

Description of the Distribution and Service Plan. Under the
Distribution and Service Plan, the Fund compensates the Distributor
for its services in connection with the distribution of Class C
Shares and the personal service and maintenance of accounts that
hold Class C shares. The Fund pays the Distributor an asset-based
sales charge of 0.75% per annum and also pays the Distributor a
service fee of 0.25% per annum, each of which is computed on the
average annual net assets of Class C shares of the Fund.

The Distribution and Service Plan provides for payments for two
different distribution related functions. The Distributor pays
certain brokers, dealers, banks or other institutions
("Recipients") a service fee of 0.25% for personal services to
Class C shareholders and maintenance of shareholder accounts by
those Recipients. The services rendered by Recipients in
connection with personal services and the maintenance of Class C
shareholder accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Recipient's
customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the
Fund, making the Fund's investment plans and dividend payment
options available, and providing such other information and
customer liaison services and the maintenance of accounts as the
Distributor or the Fund may reasonably request. The Distributor is
permitted under the Distribution and Service Plan to retain service
fee payments to compensate it for rendering such services.

Service fee payments by the Distributor to Recipients are made (i)
in advance for the first year Class C shares are outstanding,
following the purchase of shares, in an amount equal to 0.25% of
the net asset value of the shares purchased by the Recipient or its
customers and (ii) thereafter, on a quarterly basis, computed as of
the close of business each day at an annual rate of 0.25% of the
net asset value of Class C shares held in accounts of the Recipient
or its customers. The Distributor retains the service fee during
the first year shares are outstanding. In the event Class C shares
are redeemed less than one year after the date such shares were
sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments,
based on the ratio of the remaining period to one year.

The Distribution and Service Plan also provides that the Fund will
pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class C shares
outstanding to compensate it for other services in connection with
the distribution of the Fund's Class C shares. The distribution
assistance and administrative support services rendered by the
Distributor in connection with the sales of Class C shares may
include: (i) paying sales commissions to any broker, dealer, bank
or other institution that sells the Fund's Class C shares, (ii)
paying compensation to and expenses of personnel of the Distributor
who support distribution of Class C shares by Recipients, (iii)
obtaining financing or providing such financing from its own
resources or from an affiliate, for the interest and other
borrowing costs of the Distributor s unreimbursed expenses incurred
in rendering distribution assistance for Class B shares, and (iv)
paying certain other distribution-related expenses. The other
distribution assistance in connection with the sale of Class C
shares rendered by the Distributor and Recipients may include, but
shall not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to current
Class C shareholders, processing Class C share purchase and
redemption transactions and providing such other information in
connection with the distribution of Class C shares as the
Distributor or the Fund may reasonably request.

The Distributor currently pays sales commissions from its own
resources to Recipients at the time of sale equal to 0.75% of the
purchase price of Fund shares sold by such Recipient, and advances
the first year service fee of 0.25%. The Distributor retains the
asset-based sales charge during the first year shares are
outstanding to recoup the sales commissions it pays, the advances
of service fee payments it makes, and its financing costs. The
Distributor plans to pay the asset-based sales charge as an ongoing
commission to Recipients on Class C shares that have been
outstanding for a year or more. Asset-based sales charge payments
are designed to permit an investor to purchase shares of the Fund
without the assessment of a front-end sales load and at the same
time permit the Distributor to compensate Recipients in connection
with the sale of shares of the Fund.

The Distribution and Service Plan contains a provision which
provides that the Board may allow the Fund to continue payments to
the Distributor for Class C shares sold prior to termination of the
Distribution and Service Plan. Pursuant to this provision, payment
of the asset-based sales charge and service fee could be continued
by the Board after termination.

The Distribution and Service Plan has the effect of increasing
annual expenses of Class C shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would
otherwise be. Payments by the Fund to the Distributor under the
current Class C Plan for the period ended September 30, 1996 were
$133,941, of which $53,420 was retained by the Distributor and
$6,442 was paid to an affiliate broker/dealer.

If the Class C shareholders approve this Proposal, the Distribution
and Service Plan shall, unless terminated as described below,
continue in effect until December 31, 1997 and from year to year
thereafter only so long as such continuance is specifically
approved, at least annually, by the Fund's Board of Trustees and
its Independent Trustees by a vote cast in person at a meeting
called for the purpose of voting on such continuance. The
Distribution and Service Plan may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the Investment Company Act)
of the Fund's outstanding Class C shares. The Distribution and
Service Plan may not be amended to increase materially the amount
of payments to be made without approval by Class C shareholders.
All material amendments must be approved by a majority of the
Independent Trustees.

Under the Distribution and Service Plan, the Board may determine
that no payment will be made to the Distributor or any Recipient in
any quarter if the aggregate net asset value of all Fund shares
held by the Recipient for itself and its customers does not exceed
a minimum amount, if any, that may be determined from time to time
by a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum
amount. The Distribution and Service Plan permits the Distributor
and the Manager to make additional distribution payments to
Recipients from their own resources (including profits from
management fees) at no cost to the Fund. The Distributor and the
Manager may, in their sole discretion, increase or decrease the
amount of distribution assistance payments they make to Recipients
from their own assets.

Analysis of the Distribution and Service Plan by the Board of
Trustees. In considering whether to recommend the Distribution and
Service Plan for approval, the Board requested and evaluated
information it deemed necessary to make an informed determination.
The Board found that there is a reasonable likelihood that the
Distribution and Service Plan benefits the Fund and its Class C
shareholders by providing financial incentives to financial
intermediaries to attract new Class C shareholders to the Fund and
by assisting the efforts of the Fund and the Distributor to service
and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive
with similar funds, including funds that impose sales charges,
provide financial incentives to institutions that direct investors
to such funds, and provide shareholder servicing and administrative
services.

The Board also focused on the two principal differences in the
Distribution and Service Plan and its predecessor. First, the
proposed plan provides for compensating the Distributor for its
distribution efforts rather than reimbursing it for its costs.
While it was possible for the Fund's Class C 12b-1 payments to be
reduced when limited by the Distributor's expenses (including past
expenses which were not previously reimbursed, and which were,
therefore, carried forward with interest) under a reimbursement-
type plan, under normal circumstances this is unlikely. Therefore,
adoption of this Proposal is not expected to materially increase
the Fund's expenses under normal circumstances. Payments under the
proposed Distribution and Service Plan still remain subject to
limits imposed on asset-based sales charges by the NASD. The Board
also noted that investors who purchase Class C charge of 0.75% per
annum regardless of the Distributor's actual distribution expenses.

A second difference in the Distribution and Service Plan over its
predecessor is that the proposed Plan expressly provides that
distribution and administrative support services may be rendered in
connection with Class C shares acquired either in exchange for
other OppenheimerFund shares or by reorganization with another
fund. The Board determined that although these changes are less
likely to have significance under a compensation-type Plan, it
should have the flexibility to approve reorganizations among funds
without concern that the transaction would affect payments to the
Distributor for its distribution efforts. The Board also noted
that investors who purchase Class C shares of the Fund reasonably
expect that they will be paying an asset-based sales charge of
0.75% per annum regardless of share exchanges or the occurrence of
reorganizations to which their Fund is a party.

The Board concluded that it is likely that because the Distribution
and Service Plan provides an alternative means for investors to
acquire Fund shares without paying an initial sales charge, it will
benefit Class C shareholders of the Fund by enabling the Fund to
maintain or increase its present asset base in the face of
competition from a variety of financial products. The Trustees
recognized that payments made pursuant to the Distribution and
Service Plan would likely be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger
assets, the Class C shareholders should benefit as the Distribution
and Service Plan should help maintain Fund assets at the lower
investment advisory fee rate that is currently in effect. Costs of
shareholder administration and transfer agency operations will be
spread among a larger number of shareholders as the Fund grows
larger, thereby reducing the Fund's expense ratio. The Manager has
advised the Trustees that investing larger amounts of money is made
more readily, more efficiently, and at lesser cost to the Fund.
The Board found that a positive flow of new investment money is
desirable primarily to offset the potentially adverse effects that
might result from a pattern of net redemptions. Net cash outflow
increases the likelihood that the Fund will have to dispose of
portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions
when investment considerations would dictate otherwise, reduces
daily liquidity requirements, and may assist in a prompt
restructuring of the portfolio without the need to dispose of
present holdings.

The Trustees recognize that the Manager will benefit from the
Distribution and Service Plan through larger investment advisory
fees resulting from an increase in Fund assets, since its fees are
based upon a percentage of net assets of the Fund. The Board,
including each of the Independent Trustees, determined that the
Distribution and Service Plan is in the best interests of the Fund,
and that its continuation has a reasonable likelihood of benefiting
the Fund and its Class C shareholders. In its annual review of the
Distribution and Service Plan, the Board will consider the
continued appropriateness of the Distribution and Service Plan,
including the level of payments provided for therein.

Vote Required. Pursuant to Rule 12b-1 under the Investment Company
Act, an affirmative vote of the holders of a "majority" (as defined
in the Investment Company Act) of the Fund's Class C voting
securities is required for approval of the Distribution and Service
Plan. The requirements for such "majority" vote under the
Investment Company Act are described in Proposal No.2. A vote in
favor of this Proposal shall be deemed a vote to approve the prior
Plan and the Distribution and Service Plan. The Board of Trustees
recommends a vote in favor of approving this Proposal.

RECEIPT OF SHAREHOLDER PROPOSALS

The Fund is not required to hold shareholder meetings on a regular
basis. Special meetings of shareholders may be called from time to
time by either the Fund or the Shareholders (under special
conditions described in the Fund's Statement of Additional
Information). Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals which meet certain conditions may
be included in the Fund's proxy statement and proxy for a
particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares
with a value of at least $1,000 at the time the proposal is
submitted and for one year prior thereto, and must continue to own
such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in
the Fund's proxy material for the next meeting after the meeting to
which this proxy statement relates must be received by the Fund a
reasonable time before the solicitation is made. The fact that the
Fund receives a proposal from a qualified shareholder in a timely
manner does not ensure its inclusion in the proxy material, since
there are other requirements under the proxy rules for such
inclusion.

OTHER BUSINESS

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

By Order of the Board of Trustees,

Andrew J. Donohue, Secretary
December 31, 1996

proxy\240'97.dup
Exhibit A

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the 27th day of June, 1994, by and between
OPPENHEIMER ASSET ALLOCATION FUND (the "Fund"), and OPPENHEIMER
MANAGEMENT CORPORATION ("OMC").

WHEREAS, the Fund is an open-end, diversified management investment
company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company
Act of 1940 (the "Investment Company Act"), and OMC is a registered
investment adviser;

NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, it is agreed by and between the
parties, as follows:

1. General Provision.

a. The Fund hereby employs OMC and OMC hereby undertakes to
act as the investment adviser of the Fund and to perform
for the Fund such other duties and functions as are
hereinafter set forth. OMC shall, in all matters, give to
the Fund and its Board of Trustees the benefit of its best
judgment, effort, advice and recommendations and shall at
all times conform to, and use its best efforts to enable
the Fund to conform to: (i) the provisions of the
Investment Company Act and any rules or regulations
thereunder; (ii) any other applicable provisions of state
or federal law; (iii) the provisions of the Declaration of
Trust and By-Laws of the Fund as amended from time to time;
(iv) policies and determinations of the Board of Trustees
of the Fund; (v) the fundamental policies and investment
restrictions of the Fund as reflected in the Fund's
registration statement under the Investment Company Act or
as such policies may, from time to time, be amended by the
Fund's shareholders; and (vi) the Prospectus and Statement
of Additional Information of the Fund in effect from time
to time. The appropriate officers and employees of OMC
shall be available upon reasonable notice for consultation
with any of the Trustees and officers of the Fund with
respect to any matters dealing with the business and
affairs of the Fund, including the valuation of any of the
Fund's portfolio securities which are either not registered
for public sale or not traded on any securities market.

b. OMC shall not be liable for any loss sustained by the Fund
in connection with any matters to which this Agreement
relates, except a loss resulting by reason of OMC's willful
misfeasance, bad faith or gross negligence in the
performance of its duties; or by reason of its reckless
disregard of its obligations and duties under this
Agreement.

2. Investment Management.

a. OMC shall, subject to the direction and control by the
Fund's Board of Trustees: (i) regularly provide investment
advice and recommendations to the Fund with respect to its
investments, investment policies and the purchase and sale
of securities; (ii) supervise continuously the investment
program of the Fund and the composition of its portfolio
and determine what securities shall be purchased or sold by
the Fund; and (iii) arrange, subject to the provisions of
paragraph "8" hereof, for the purchase of securities and
other investments for the Fund and the sale of securities
and other investments held in the portfolio of the Fund.

b. Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this
Agreement and subject to the provisions of paragraph "8"
hereof, OMC may obtain investment information, research or
assistance from any other person, firm or corporation to
supplement, update or otherwise improve its investment
management services.

3. Acting as Adviser for Others.

Nothing in this Agreement shall prevent OMC or any officer
thereof from acting as investment adviser for any other person,
firm or corporation and shall not in any way limit or restrict
OMC or any of its directors, officers, or employees from
buying, selling or trading any securities for its or their own
account or for the account of others for whom it or they may be
acting, provided that such activities will not adversely affect
or otherwise impair the performance by OMC of its duties and
obligations under this Agreement.

4. Other Duties of OMC.

OMC shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as
shall be required to provide effective corporate administration
for the Fund, including the compilation and maintenance of such
records with respect to its operations as may reasonably be
required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission;
composition of periodic reports with respect to its operations
for the shareholders of the Fund; composition of proxy
materials for meetings of the Fund's shareholders and the
composition of such registration statements as may be required
by federal and state securities laws for continuous public sale
of shares of the Fund. OMC shall, at its own cost and expense,
also provide the Fund with adequate office space, facilities
and equipment.

5. Allocation of Expenses.

All other costs and expenses not expressly assumed by OMC under
this Agreement, or to be paid by the General Distributor of the
shares of the Fund, shall be paid by the Fund, including, but
not limited to: (i) interest and taxes; (ii) brokerage
commissions; (iii) premiums for fidelity and other insurance
coverage requisite to its operations; (iv) the fees and
expenses of its Trustees; (v) legal and audit expenses; (vi)
custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses
incident to the issuance of its shares against payment therefor
by or on behalf of the subscribers thereto; (ix) fees and
expenses, other than as hereinabove provided, incident to the
registration under federal and state securities laws of shares
of the Fund for public sale; (x) expenses of printing and
mailing reports, notices and proxy materials to shareholders of
the Fund; (xi) except as noted above, all other expenses
incidental to holding meetings of the Fund's shareholders; and
(xii) such extraordinary non-recurring expenses as may arise,
including litigation, affecting the Fund and any obligation
which the Fund may have to indemnify its officers and Trustees
with respect thereto. Any officers or employees of OMC or any
entity controlling, controlled by or under common control with
OMC, who may also serve as officers, Trustees or employees of
the Fund shall not receive any compensation by the Fund for
their services.

6. Compensation of OMC.

The Trust agrees to pay OMC and OMC agrees to accept as full
compensation for the performance of all functions and duties on
its part to be performed pursuant to the provisions hereof, a
fee computed on the aggregate net assets of the Fund as of the
close of each business day and payable monthly at the following
annual rates:

0.75% of the first $200 million of aggregate net assets;
0.72% of the next $200 million of aggregate net assets;
0.69% of the next $200 million of aggregate net assets;
0.66% of the next $200 million of aggregate net assets; and
0.60% of aggregate net assets over $800 million.

7. Use of Name "Oppenheimer."

OMC hereby grants to the Fund a royalty-free, non-exclusive
license to use the name "Oppenheimer" in the name of the Fund
for the duration of this Agreement and any extensions or
renewals thereof. Such license may, upon termination of this
Agreement, be terminated by OMC, in which event the Fund shall
promptly take whatever action may be necessary to change its
name and discontinue any further use of the name "Oppenheimer"
in the name of the Fund or otherwise. The name "Oppenheimer"
may be used or licensed by OMC in connection any of its
activities or licensed by OMC to any other party.

8. Portfolio Transactions and Brokerage.

a. OMC is authorized, in arranging the Fund's portfolio
transactions, to employ or deal with such members of
securities or commodities exchanges, brokers or dealers
including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act) (hereinafter
"broker-dealers"), as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense,
the "best execution" (prompt and reliable execution at the
most favorable security price obtainable) of the Fund's
portfolio transactions as well as to obtain, consistent
with the provisions of subparagraph "(c)" of this paragraph
"8," the benefit of such investment information or research
as may be of significant assistance to the performance by
OMC of its investment management functions.

b. OMC shall select broker-dealers to effect the Fund's
portfolio transactions on the basis of its estimate of
their ability to obtain best execution of particular and
related portfolio transactions. The abilities of a broker-
dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OMC on the basis of all
relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the
transaction or transactions; the ability and willingness of
the broker-dealer to facilitate the Fund's portfolio
transactions by participating therein for its own account;
the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity
with sources from or to whom particular securities might be
purchased or sold; as well as any other matters relevant to
the selection of a broker-dealer for particular and related
transactions of the Fund.

c. OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to
broker-dealers, other than affiliated broker-dealers,
qualified to obtain best execution of such transactions who
provide brokerage and/or research services (as such
services are defined in Section 28(e)(3) of the Securities
Exchange Act of 1934) for the Fund and/or other accounts
for which OMC and its affiliates exercise "investment
discretion" (as that term is defined in Section 3(a)(35) of
the Securities Exchange Act of 1934) and to cause the Fund
to pay such broker-dealers a commission for effecting a
portfolio transaction for the Fund that is in excess of the
amount of commission another broker-dealer adequately
qualified to effect such transaction would have charged for
effecting that transaction, if OMC determines, in good
faith, that such commission is reasonable in relation to
the value of the brokerage and/or research services
provided by such broker-dealer, viewed in terms of either
that particular transaction or the overall responsibilities
of OMC and its investment advisory affiliates with respect
to the accounts as to which they exercise investment
discretion. In reaching such determination, OMC will not
be required to place or attempt to place a specific dollar
value on the brokerage and/or research services provided or
being provided by such broker-dealer. In demonstrating
that such determinations were made in good faith, OMC shall
be prepared to show that all commissions were allocated for
purposes contemplated by this Agreement and that the total
commissions paid by the Fund over a representative period
selected by the Fund's Trustees were reasonable in relation
to the benefits to the Fund.

d. OMC shall have no duty or obligation to seek advance
competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to
select any broker-dealer on the basis of its purported or
"posted" commission rate but will, to the best of its
ability, endeavor to be aware of the current level of the
charges of eligible broker-dealers and to minimize the
expense incurred by the Fund for effecting the Fund's
portfolio transactions to the extent consistent with the
interests and policies of the Fund as established by the
determinations of the Fund's Board of Trustees and the
provisions of this paragraph "8".

e. The Fund recognizes that an affiliated broker (i) may act
as one of the Fund's regular brokers so long as it is
lawful for it so to act; (ii) may be a major recipient of
brokerage commissions paid by the Fund; and (iii) may
effect portfolio transactions for the Fund only if the
commissions, fees or other remuneration received or to be
received by it are determined in accordance with procedures
contemplated by any rule, regulation or order adopted under
the Investment Company Act for determining the permissible
level of such commissions.

f. Subject to the foregoing provisions of this paragraph "8,"
OMC may also consider sales of Fund shares and shares of
other investment companies managed by OMC or its affiliates
as a factor in the selection of broker-dealers for the
Fund's portfolio transactions.

9. Duration.

This Agreement will take effect on the date first set forth
above, and replaces the Fund's Investment Advisory Agreement
dated October 22, 1990. This Agreement will continue in effect
until December 31, 1994, and thereafter, from year to year, so
long as such continuance shall be approved at least annually in
the manner contemplated by Section 15 of the Investment Company
Act.

10. Termination.

This Agreement may be terminated: (i) by OMC at any time
without penalty upon giving the Fund sixty days' written notice
(which notice may be waived by the Fund); or (ii) by the Fund
at any time without penalty upon sixty days' written notice to
OMC (which notice may be waived by OMC) provided that such
termination by the Fund shall be directed or approved by the
vote of a majority of all of the Trustees of the Fund then in
office or by the vote of the holders of a "majority" (as
defined in the Investment Company Act) of the outstanding
voting securities of the Fund.

11. Assignment or Amendment.

This Agreement may not be amended or the rights of OMC
hereunder sold, transferred, pledged or otherwise in any manner
encumbered without the affirmative vote or written consent of
the holders of the majority of the outstanding voting
securities of the Fund; this Agreement shall automatically and
immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.

12. Disclaimer of Shareholder Liability.

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

13. Definitions.

The terms and provisions of this Agreement shall be interpreted
and defined in a manner consistent with the provisions and
definitions of the Investment Company Act.

OPPENHEIMER ASSET ALLOCATION FUND

By: /s/ Andrew J. Donohue
---------------------------------------------
Andrew J. Donohue, Secretary

OPPENHEIMER MANAGEMENT CORPORATION

By: /s/ Mitchell J. Lindauer
--------------------------------------------
Mitchell J. Lindauer, Vice President
advisory\240

Exhibit B

Approximate
Net Assets as
of 9/30/96 Advisory Fee Rate as % of
Name of Fund ($ Millions) Average Annual Net Assets

Oppenheimer Total Return $2,468 .75% of the first $100 million,
Fund .70% of the next $100 million,
Oppenheimer Equity Income $2,449 .65% of the next $100 million,
Fund .60% of the next $100 million,
.55% of the next $100 million and
.50% of net assets in excess
of $500 million

Oppenheimer Main Street $6,197 .65% of the first $200 million
Income & Growth Fund .60% of the next $150 million
.55% of the next $150 million and
.45% of net assets in excess
of $500 million

Oppenheimer Variable
Account Funds/
Oppenheimer Growth $32 .72% of the next $200 million,
& Income Fund .75% of the first $200 million,
.69% of the next $200 million,
.66% of the next $200 million and
Oppenheimer Multiple $452 .60% of net assets in excess
Strategies Fund of $800 million

____________________________

*The Manager pays a sub-advisory fee to OpCap Advisors to provide
day-to-day portfolio management of the Fund. The Manager pays OpCap
Advisors monthly an annual fee based on the average daily net
assets of the Fund equal to 40% of the advisory fee collected by
the Manager based on the total net assets of the Fund as of
November 22, 1995 (the "base amount") plus 30% of the investment
advisory fee collected by the Manager based on the total net assets
of the Fund that exceed the base amount.

Exhibit C

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

With

OppenheimerFunds Distributor, Inc.

for Class B Shares of

Oppenheimer Asset Allocation Fund

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the
20th day of February, 1997, by and between Oppenheimer Asset
Allocation Fund (the "Fund") and OppenheimerFunds Distributor, Inc.
(the "Distributor").

1. The Plan. This Plan is the Fund's written distribution and
service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund
will compensate the Distributor for its services in connection with
the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts").
The Fund may act as distributor of securities of which it is the
issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc., or its successor (the "NASD Conduct
Rules") and (iv) any conditions pertaining either to
distribution-related expenses or to a plan of distribution to which
the Fund is subject under any order on which the Fund relies,
issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall
have the following meanings:

(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether
direct, administrative or both) in the distribution of Shares
or has provided administrative support services with respect to
Shares held by Customers (defined below) of the Recipient; (ii)
shall furnish the Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably request to
answer such questions as may arise concerning the sale of
Shares; and (iii) has been selected by the Distributor to
receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the
1940 Act) and who have no direct or indirect financial interest
in the operation of this Plan or in any agreements relating to
this Plan (the "Independent Trustees") may remove any broker,
dealer, bank or other person or entity as a Recipient,
whereupon such person's or entity's rights as a third-party
beneficiary hereof shall terminate.

(b) "Qualified Holdings" shall mean, as to any Recipient,
all Shares owned beneficially or of record by: (i) such
Recipient, or (ii) such customers, clients and/or accounts as
to which such Recipient is a fiduciary or custodian or
co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more
than one Recipient for purposes of this Plan. In the event
that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the
dealer of record on the Fund's books as determined by the
Distributor shall be deemed the Recipient as to such Shares for
purposes of this Plan.

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, (i)
within forty-five (45) days of the end of each calendar
quarter, in the aggregate amount of 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the
aggregate net asset value of the Shares computed as of the
close of each business day (the "Service Fee"), plus (ii)
within ten (10) days of the end of each month, in the aggregate
amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset-Based
Sales Charge") outstanding for six years or less (the "Maximum
Holding Period"). Such Service Fee payments received from the
Fund will compensate the Distributor and Recipients for
providing administrative support services with respect to
Accounts. Such Asset-Based Sales Charge payments received from
the Fund will compensate the Distributor and Recipients for
providing distribution assistance in connection with the sale
of Shares.

The distribution assistance and administrative support
services to be rendered by the Distributor in connection with
the Shares may include, but shall not be limited to, the
following: (i) paying sales commissions to any broker, dealer,
bank or other person or entity that sells Shares, and\or paying
such persons Advance Service Fee Payments in advance of, and\or
greater than, the amount provided for in Section 3(b) of this
Agreement; (ii) paying compensation to and expenses of
personnel of the Distributor who support distribution of Shares
by Recipients; (iii) obtaining financing or providing such
financing from its own resources, or from an affiliate, for the
interest and other borrowing costs of the Distributor's
unreimbursed expenses incurred in rendering distribution
assistance and administrative support services to the Fund;
(iv) paying other direct distribution costs, including without
limitation the costs of sales literature, advertising and
prospectuses, other than those furnished to current holders of
the Fund's shares ("Shareholders"), and state "blue sky"
registration expenses; and (v) any service rendered by the
Distributor that a Recipient may render as described below in
this Section 3(a). Such services include distribution
assistance and administrative support services rendered in
connection with Shares acquired (i) by purchase, (ii) in
exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (ii)
pursuant to a plan of reorganization to which the Fund is a
party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at
the request of the Board, shall provide the Board with a
written report or other information to verify that the
Distributor is providing appropriate services in this regard.

The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall
not be limited to, the following: answering routine inquiries
concerning the Fund, assisting in the establishment and
maintenance of accounts or sub-accounts in the Fund and
processing Share redemption transactions, making the Fund's
investment plans and dividend payment options available, and
providing such other information and services in connection
with the rendering of personal services and/or the maintenance
of Accounts, as the Distributor or the Fund may reasonably
request.

The distribution assistance in connection with the sale of
Shares to be rendered by the Recipients may include, but shall
not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to
current shareholders, and providing such other information and
services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.

It may be presumed that a Recipient has provided
distribution assistance or administrative support services
qualifying for payment under the Plan if it has Qualified
Holdings of Shares to entitle it to payments under the Plan.
In the event that either the Distributor or the Board should
have reason to believe that, notwithstanding the level of
Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale
of Shares or administrative support services for Accounts, then
the Distributor, at the request of the Board, shall require the
Recipient to provide a written report or other information to
verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Trustees still is not satisfied,
either may take appropriate steps to terminate the Recipient's
status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.

(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed 0.0625% (0.25%
on an annual basis) of the average during the calendar quarter
of the aggregate net asset value of Shares computed as of the
close of each business day, constituting Qualified Holdings
owned beneficially or of record by the Recipient or by its
Customers for a period of more than the minimum period (the
"Minimum Holding Period"), if any, to be set from time to time
by a majority of the Independent Trustees.

Alternatively, the Distributor may, at its sole option,
make service fee payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, (i)
at a rate not to exceed 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares,
computed as of the close of business on the day such Shares are
sold, constituting Qualified Holdings sold by the Recipient
during that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) service fee payments
at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business
day, constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of
more than one (1) year, subject to reduction or chargeback so
that the service fee payment and Advance Service Fee Payments
do not exceed the limits on payments to Recipients that are, or
may be, imposed by Rule 2830 of the NASD Conduct Rules. In the
event Shares are redeemed less than one year after the date
such Shares were sold, the Recipient is obligated and will
repay to the Distributor on demand a pro rata portion of such
Advance Service Fee Payments, based on the ratio of the time
such shares were held to one (1) year.

The Advance Service Fee Payments described in part (i) of
the prior paragraph of this section (b) may, at the
Distributor's sole option, be made more often than quarterly,
and sooner than the end of the calendar quarter. However, no
such payments shall be made to any Recipient for any such
quarter in which its Qualified Holdings do not equal or
exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, that may be set from
time to time by a majority of the Independent Trustees.

(c) A majority of the Independent Trustees may at any time
or from time to time decrease and thereafter adjust the rate of
fees to be paid to the Distributor or to any Recipient, but not
to exceed the rate set forth above, and/or direct the
Distributor to increase or decrease the Maximum Holding Period,
the Minimum Holding Period or the Minimum Qualified Holdings.
The Distributor shall notify all Recipients of the Minimum
Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, and the rate of payments hereunder applicable
to Recipients, and shall provide each Recipient with written
notice within thirty (30) days after any change in these
provisions. Inclusion of such provisions or a change in such
provisions in a revised current prospectus shall constitute
sufficient notice. The Distributor may make Plan payments to
any "affiliated person" (as defined in the 1940 Act) of the
Distributor or to the Distributor if such affiliated person
and/or the Distributor qualifies as a Recipient.

(d) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such amounts
under the limits to which the Distributor is, or may become,
subject under Rule 2830 of the NASD Conduct Rules.

(e) Under the Plan, payments may be made to Recipients: (i)
by OppenheimerFunds, Inc. ("OFI") from its own resources (which
may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of
OFI), from its own resources, from Asset-Based Sales Charge
payments or from its borrowings.

(f) Notwithstanding any other provision of this Plan, this
Plan does not obligate or in any way make the Fund liable to
make any payment whatsoever to any person or entity other than
directly to the Distributor. In no event shall the amounts to
be paid to the Distributor exceed the rate of fees to be paid
by the Fund to the Distributor set forth in paragraph (a) of
this section 3.

4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those persons to be
Trustees of the Fund who are not "interested persons" of the Fund
("Disinterested Trustees") shall be committed to the discretion of
such Disinterested Trustees. Nothing herein shall prevent the
Disinterested Trustees from soliciting the views or the involvement
of others in such selection or nomination if the final decision on
any such selection and nomination is approved by a majority of the
incumbent Disinterested Trustees.

6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be
terminated at any time, without payment of any penalty, by a vote
of a majority of the Independent Trustees or by a vote of the
holders of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days' written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into
effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of
voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long
as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Trustees cast in person at
a meeting called for the purpose of voting on such continuance.

7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called on March 16, 1995, for
the purpose of voting on this Plan, and shall take effect as of the
date first set forth above, at which time it should replace the
Fund's Distribution and Service Plan for the shares dated August
29, 1995. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1997 and from year to year
thereafter or as the Board may otherwise determine only so long as
such continuance is specifically approved at least annually by a
vote of the Board and its Independent Trustees cast in person at a
meeting called for the purpose of voting on such continuance. This
Plan may not be amended to increase materially the amount of
payments to be made, without approval of the Class B Shareholders
in the manner described above, and all material amendments must be
approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of
the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding
voting securities of the Class. In the event of such termination,
the Board and its Independent Trustees shall determine whether the
Distributor shall be entitled to payment from the Fund of all or a
portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such
termination.

8. Disclaimer of Shareholder and Trustee Liability. The
Distributor understands that the obligations of the Fund under this
Plan are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property. The
Distributor represents that it has notice of the provisions of the
Declaration of Trust of the Fund disclaiming shareholder and
Trustee liability for acts or obligations of the Fund.

Oppenheimer Asset Allocation Fund

By:__________________________________
Robert G. Zack, Assistant Secretary

OppenheimerFunds Distributor, Inc.

By:__________________________________
Katherine P. Feld, Vice President
& Secretary

ofmi\240b.f97

Exhibit D

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

WITH

OppenheimerFunds Distributor, Inc.

for Class C Shares of

Oppenheimer Asset Allocation Fund

1. The Plan. This Plan is the Fund's written distribution and
service plan for Class C shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund
will compensate the Distributor for its services in connection
with the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts").
The Fund may act as distributor of securities of which it is the
issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
this Plan. The terms and provisions of this Plan shall be
interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii)
Rule 2830, of the Conduct Rules of the National Association of
Securities Dealers, Inc., or its successor (the "NASD Conduct
Rules") and (iv) any conditions pertaining either to
distribution-related expenses or to a plan of distribution to which
the Fund is subject under any order on which the Fund relies,
issued at any time by the Securities and Exchange Commission.

2. Definitions. As used in this Plan, the following terms shall
have the following meanings:

(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient,
or (ii) such brokerage or other customers, or investment
advisory or other clients of such Recipient and/or accounts as
to which such Recipient is a fiduciary or custodian or
co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more
than one Recipient for purposes of this Plan. In the event
that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the
dealer of record on the Fund's books as determined by the
Distributor shall be deemed the Recipient as to such Shares for
purposes of this Plan.

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) The Fund will make payments to the Distributor, (i)
within forty-five (45) days of the end of each calendar
quarter, in the aggregate amount of 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the
aggregate net asset value of the Shares computed as of the
close of each business day (the "Service Fee"), plus (ii)
0.1875% within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of
Shares computed as of the close of each business day (the
"Asset-Based Sales Charge") outstanding for six years or less
(the "Maximum Holding Period"). Such Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset-Based Sales Charge payments
received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection
with the sale of Shares.

The distribution assistance and administrative support
services to be rendered by the Distributor in connection with
the Shares may include, but shall not be limited to, the
following: (i) paying sales commissions to any broker, dealer,
bank or other person or entity that sells Shares, and\or paying
such persons "Advance Service Fee Payments" (as defined below)
in advance of, and\or greater than, the amount provided for in
Section 3(b) of this Agreement; (ii) paying compensation to and
expenses of personnel of the Distributor who support
distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an
affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to
the Fund; (iv) paying other direct distribution costs,
including without limitation the costs of sales literature,
advertising and prospectuses (other than those furnished to
current holders of the Fund's shares ("Shareholders")) and
state "blue sky" registration expenses; and (v) any service
rendered by the Distributor that a Recipient may render as
described below in Section 3(a). Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase,
(ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-distributor,
or (ii) pursuant to a plan of reorganization to which the Fund
is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at
the request of the Board, shall provide the Board with a
written report or other information to verify that the
Distributor is providing appropriate services in this regard.

The distribution assistance in connection with the sale of
Shares to be rendered by the Recipients may include, but shall
not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to
current Shareholders, and providing such other information and
services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.

(b) (i) Service Fee. The Distributor shall make
service fee payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter at a
rate not to exceed 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record
by the Recipient or by its Customers for a period of more than
the minimum period (the "Minimum Holding Period"), if any, to
be set from time to time by a majority of the Independent
Trustees.

Alternatively, the Distributor may, at its sole option,
make the following service fee payments (i) to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter ("Advance Service Fee Payments"), (i) at a
rate not to exceed 0.25% of the average during the calendar
quarter of the aggregate net asset value of Shares, computed as
of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during
that quarter and owned beneficially or of record by the
Recipient or by its Customers, plus (ii) service fee payments
at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business
day, constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of
more than one (1) year, subject to reduction or chargeback so
that the service fee payments and Advance Service Fee Payments
do not exceed the limits on payments to Recipients that are, or
may be, imposed by Rule 2830 of the NASD Conduct Rules.

The Advance Service Fee Payments described in part (i)
of the prior sentence may, at the Distributor's sole option, be
made more often than quarterly, and sooner than the end of the
calendar quarter. In the event Shares are redeemed less than
one year after the date such Shares were sold, the Recipient is
obligated and will repay to the Distributor on demand a pro
rata portion of such Advance Service Fee Payments, based on the
ratio of the time such shares were held to one (1) year.

(ii) Asset-Based Sales Charge Payments. Irrespective of
whichever alternative method of service fee payments is
selected by the Distributor, in addition the Distributor shall
make asset-based sales charge payments to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.1875% (0.75% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of shares computed as of the close of
each business day constituting "Qualified Holdings" owned
beneficially or of record by the Recipient or its Customers for
a period of not more than one (1) year. However, no such
payments shall be made to any Recipient for any such quarter in
which its Qualified Holdings do not equal or exceed, at the
end of such quarter, the minimum amount ("Minimum Qualified
Holdings"), if any, to be set from time to time by a majority
of the Independent Trustees.

(c) A majority of the Independent Trustees may at any time
or from time to time decrease and thereafter adjust the rate of
fees to be paid to the Distributor or to any Recipient, but not
to exceed the rate set forth above, and/or direct the
Distributor to increase or decrease the Minimum Holding Period
or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings,
Maximum Holding Period and Minimum Holding Period, if any, and
the rate of payments hereunder applicable to Recipients, and
shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of
such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice. The
Distributor may make Plan payments to any "affiliated person"
(as defined in the 1940 Act) of the Distributor if such
affiliated person qualifies as a Recipient.

5. Reports. While this Plan is in effect, the Treasurer of the
Fund shall provide written reports to the Fund's Board for its
review, detailing services rendered in connection with the
distribution of the Shares, the amount of all payments made, and
the purpose for which the payments were made. The reports shall be
provided quarterly, and shall state whether all provisions of
Section 3 of this Plan have been complied with. The Distributor
shall annually certify to the Board the amount of its total
expenses incurred that year and its total expenses incurred in
prior years and not previously recovered with respect to the
distribution of Shares in conjunction with the Board's annual
review of the continuation of the Plan.

7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called on March 16, 1995 for
the purpose of voting on this Plan, and shall take effect as of the
date first set forth above, at which time it should replace the
Fund's Distribution and Service Plan for the shares dated December
1, 1993. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1997 and from year to year
thereafter or as the Board may otherwise determine only so long as
such continuance is specifically approved at least annually by a
vote of the Board and its Independent Trustees cast in person at a
meeting called for the purpose of voting on such continuance. This
Plan may not be amended to increase materially the amount of
payments to be made without approval of the Class C Shareholders,
in the manner described above, and all material amendments must be
approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of
the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding
voting securities of the Class. In the event of such termination,
the Board and its Independent Trustees shall determine whether the
Distributor shall be entitled to payment from the Fund of all or
a portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such
termination.

Oppenheimer Asset Allocation Fund

By:________________________________________
Robert G. Zack, Assistant Secretary

OppenheimerFunds Distributor, Inc.

By:________________________________________
Katherine P. Feld
Vice President and Secretary

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