UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM N-CSR

              CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
                              INVESTMENT COMPANIES

                   Investment Company Act file number 811-3346

                          Oppenheimer Series Fund, Inc.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)

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

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

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

                       Date of fiscal year end: October 31

                      Date of reporting period: 04/30/2008

================================================================================


ITEM 1.  REPORTS TO STOCKHOLDERS.

April 30, 2008

- --------------------------------------------------------------------------------

                                                                  Management
   Oppenheimer                                                   Commentaries
   Value Fund                                                        and
                                                                  Semiannual
                                                                    Report

- --------------------------------------------------------------------------------

   MANAGEMENT COMMENTARIES

      An Interview with Your Fund's Manager

      Listing of Top Holdings

   SEMIANNUAL REPORT

      Listing of Investments

      Financial Statements

                                                        [OPPENHEIMERFUNDS LOGO]


TOP HOLDINGS AND ALLOCATIONS


                                        
TOP TEN COMMON STOCK INDUSTRIES
Capital Markets                            12.9%
                                           ----
Oil, Gas & Consumable Fuels                11.2
                                           ----
Electric Utilities                          8.3
                                           ----
Semiconductors & Semiconductor Equipment    7.5
                                           ----
Chemicals                                   6.2
                                           ----
Media                                       5.6
                                           ----
Machinery                                   5.3
                                           ----
Pharmaceuticals                             4.8
                                           ----
Industrial Conglomerates                    4.4
                                           ----
Insurance                                   4.4


Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2008, and are based on net assets.


                                        
TOP TEN COMMON STOCK HOLDINGS
Exxon Mobil Corp.                           5.3%
                                           ----
Goldman Sachs Group, Inc. (The)             5.2
                                           ----
Credit Suisse Group, ADR                    5.0
                                           ----
Siemens AG, Sponsored ADR                   4.4
                                           ----
Navistar International Corp.                4.4
                                           ----
Exelon Corp.                                4.3
                                           ----
FirstEnergy Corp.                           4.0
                                           ----
Johnson & Johnson                           3.7
                                           ----
AT&T, Inc.                                  3.6
                                           ----
Lam Research Corp.                          3.1


Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2008, and are based on net assets.

For up-to-date Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

                           9 | OPPENHEIMER VALUE FUND



TOP HOLDINGS AND ALLOCATIONS

SECTOR ALLOCATION

[PIE CHART]


                                        
Financials                                 22.6%
Energy                                     14.3
Industrials                                11.8
Information Technology                     10.1
Utilities                                   8.9
Materials                                   8.9
Consumer Staples                            6.3
Health Care                                 6.3
Consumer Discretionary                      6.0
Telecommunication Services                  4.8


Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2008, and are based on the total market value of common stocks.

                           10 | OPPENHEIMER VALUE FUND



NOTES

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

      INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS AND
      OTHER CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE FUND'S
      PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE FUND, AND MAY BE
      OBTAINED BY ASKING YOUR FINANCIAL ADVISOR, CALLING US AT 1.800.525.7048 OR
      VISITING OUR WEBSITE AT www.oppenheimerfunds.com. READ THE PROSPECTUS
      CAREFULLY BEFORE INVESTING.

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

      CLASS A shares of the Fund were first publicly offered on 9/16/85. Unless
      otherwise noted, Class A returns include the current maximum initial sales
      charge of 5.75%.

      CLASS B shares of the Fund were first publicly offered on 10/2/95. Unless
      otherwise noted, Class B returns include the applicable contingent
      deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B
      shares convert to Class A shares 72 months after purchase, the 10-year
      return for Class B uses Class A performance for the period after
      conversion. Class B shares are subject to an annual 0.75% asset-based
      sales charge.

      CLASS C shares of the Fund were first publicly offered on 5/1/96. Unless
      otherwise noted, Class C returns include the contingent deferred sales
      charge of 1% for the 1-year period. Class C shares are subject to an
      annual 0.75% asset-based sales charge.

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

                           11 | OPPENHEIMER VALUE FUND



NOTES

      CLASS Y shares of the Fund were first publicly offered on 12/16/96. Class
      Y shares are offered only to certain institutional investors under a
      special agreement with the Distributor, and to present or former officers,
      directors, trustees or employees (and their eligible family members) of
      the Fund, the Manager, its affiliates, its parent company and the
      subsidiaries of its parent company, and retirement plans established for
      the benefit of such individuals.

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

                           12 | OPPENHEIMER VALUE FUND



FUND EXPENSES

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

      The examples are based on an investment of $1,000.00 invested at the
      beginning of the period and held for the entire 6-month period ended
      April 30, 2008.

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

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

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

                           13 | OPPENHEIMER VALUE FUND



FUND EXPENSES Continued

      valued at less than $500.00 (subject to exceptions described in the
      Statement of Additional Information). Therefore, the "hypothetical"
      section of the table is useful in comparing ongoing costs only, and will
      not help you determine the relative total costs of owning different funds.
      In addition, if these transactional costs were included, your costs would
      have been higher.



               BEGINNING            ENDING         EXPENSES
                ACCOUNT            ACCOUNT        PAID DURING
                 VALUE              VALUE       6 MONTHS ENDED
ACTUAL      NOVEMBER 1, 2007   APRIL 30, 2008   APRIL 30, 2008
- ------      ----------------   --------------   --------------
                                       
Class A        $  1,000.00        $  901.80        $  4.31
               -----------        ---------        -------
Class B           1,000.00           897.80           8.39
               -----------        ---------        -------
Class C           1,000.00           898.20           7.96
               -----------        ---------        -------
Class N           1,000.00           900.30           5.93
               -----------        ---------        -------
Class Y           1,000.00           903.30           2.46

HYPOTHETICAL
(5% return before expenses)

Class A           1,000.00         1,020.34           4.58
               -----------        ---------        -------
Class B           1,000.00         1,016.06           8.91
               -----------        ---------        -------
Class C           1,000.00         1,016.51           8.46
               -----------        ---------        -------
Class N           1,000.00         1,018.65           6.29
               -----------        ---------        -------
Class Y           1,000.00         1,022.28           2.62


Expenses are equal to the Fund's annualized expense ratio for that class,
multiplied by the average account value over the period, multiplied by 182/366
(to reflect the one-half year period). Those annualized expense ratios,
excluding indirect expenses from affiliated fund, based on the 6-month period
ended April 30, 2008 are as follows:



 CLASS     EXPENSE RATIOS
- -------    --------------
        
Class A        0.91%
               ----
Class B        1.77
               ----
Class C        1.68
               ----
Class N        1.25
               ----
Class Y        0.52


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

                           14 | OPPENHEIMER VALUE FUND



STATEMENT OF INVESTMENTS April 30, 2008 / Unaudited



                                                 SHARES         VALUE
                                               ---------     -------------
                                                       
COMMON STOCKS--92.9%
CONSUMER DISCRETIONARY--5.6%
MEDIA--5.6%
Cinemark Holdings, Inc.                        2,609,808     $  38,651,256
                                               ---------     -------------
Liberty Global, Inc., Series C (1)             3,089,656       102,576,579
                                               ---------     -------------
News Corp., Inc., Cl. A                        3,517,600        62,965,040
                                                             -------------
                                                               204,192,875

CONSUMER STAPLES--5.9%
FOOD PRODUCTS--1.8%
ConAgra Foods, Inc.                            2,827,999        66,627,656
                                               ---------     -------------
TOBACCO--4.1%
Altria Group, Inc.                             1,864,070        37,281,400
                                               ---------     -------------
Philip Morris International, Inc. (1)          2,158,670       110,156,930
                                                             -------------
                                                               147,438,330

ENERGY--13.3%
ENERGY EQUIPMENT & SERVICES--2.1%
Halliburton Co.                                1,631,872        74,919,244
                                               ---------     -------------
OIL, GAS & CONSUMABLE FUELS--11.2%
Devon Energy Corp.                               940,590       106,662,906
                                               ---------     -------------
Exxon Mobil Corp.                              2,072,000       192,841,040
                                               ---------     -------------
Marathon Oil Corp.                               724,381        33,010,042
                                               ---------     -------------
Murphy Oil Corp.                                 840,304        75,913,063
                                                             -------------
                                                               408,427,051

FINANCIALS--21.1%
CAPITAL MARKETS--12.9%
Credit Suisse Group, ADR                       3,422,598       182,595,603
                                               ---------     -------------
Goldman Sachs Group, Inc. (The)                  995,420       190,493,525
                                               ---------     -------------
UBS AG (1)                                     2,911,545        97,798,797
                                                             -------------
                                                               470,887,925

CONSUMER FINANCE--1.6%
American Express Co.                           1,207,200        57,969,744

DIVERSIFIED FINANCIAL SERVICES--2.2%
Citigroup, Inc.                                3,123,190        78,923,011
                                               ---------     -------------
INSURANCE--4.4%
Everest Re Group Ltd.                          1,135,939       102,632,089
                                               ---------     -------------
National Financial Partners Corp. (2)          2,069,232        55,703,725
                                                             -------------
                                                               158,335,814

HEALTH CARE--5.8%
HEALTH CARE PROVIDERS & SERVICES--1.0%
WellPoint, Inc. (1)                              734,203        36,526,599
                                               ---------     -------------
PHARMACEUTICALS--4.8%
Johnson & Johnson                              2,022,700       135,702,943
                                               ---------     -------------
Schering-Plough Corp.                          2,173,188        40,008,391
                                                             -------------
                                                               175,711,334

INDUSTRIALS--10.9%
INDUSTRIAL CONGLOMERATES--4.4%
Siemens AG,
Sponsored ADR                                  1,338,000       158,486,100
                                               ---------     -------------
MACHINERY--5.3%
Deere & Co.                                      425,430        35,765,900
                                               ---------     -------------
Navistar International Corp. (1)               2,419,475       159,080,481
                                                             -------------
                                                               194,846,381

TRADING COMPANIES & DISTRIBUTORS--1.2%
Aircastle Ltd.                                 3,198,989        44,721,866
                                               ---------     -------------
INFORMATION TECHNOLOGY--9.4%
COMPUTERS & PERIPHERALS--1.9%
Sun Microsystems, Inc. (1)                     4,549,396        71,243,541
                                               ---------     -------------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT--7.5%
ASML Holding NV                                2,495,976        70,785,879
                                               ---------     -------------
Lam Research Corp. (1)                         2,789,710       113,931,756
                                               ---------     -------------
Varian Semiconductor Equipment
Associates, Inc. (1)                           2,377,977        87,105,298
                                                             -------------
                                                               271,822,933


                           15 | OPPENHEIMER VALUE FUND



STATEMENT OF INVESTMENTS Unaudited / Continued



                                                    SHARES           VALUE
                                                 -----------    --------------
                                                          
MATERIALS--8.2%
CHEMICALS--6.2%
Eastman Chemical Co.                               1,392,379    $  102,339,857
                                                 -----------    --------------
FMC Corp.                                            739,565        46,429,891
                                                 -----------    --------------
Lubrizol Corp. (The)                               1,297,518        75,671,250
                                                                --------------
                                                                   224,440,998

METALS & MINING--2.0%
Carpenter Technology Corp.                         1,461,239        74,932,336
                                                 -----------    --------------
TELECOMMUNICATION SERVICES--4.4%
DIVERSIFIED TELECOMMUNICATION SERVICES--3.6%
AT&T, Inc.                                         3,352,100       129,759,791
                                                 -----------    --------------
WIRELESS TELECOMMUNICATION SERVICES--0.8%
Sprint Nextel Corp.                                3,906,760        31,215,012
                                                 -----------    --------------
UTILITIES--8.3%
ELECTRIC UTILITIES--8.3%
Exelon Corp.                                       1,814,579       155,110,213
                                                 -----------    --------------
FirstEnergy Corp.                                  1,924,165       145,543,843
                                                                --------------
                                                                   300,654,056
                                                                --------------

Total Common Stocks
(Cost $3,130,496,904)                                            3,382,082,597

INVESTMENT COMPANY--6.3%
Oppenheimer Institutional Money Market Fund,
Cl. E, 2.90% (2,3)
(Cost $230,083,825)                              230,083,825       230,083,825
                                                 -----------    --------------
TOTAL INVESTMENTS, AT VALUE
(COST $ 3,360,580,729)                                  99.2%    3,612,166,422
                                                 -----------    --------------
OTHER ASSETS NET OF LIABILITIES                          0.8        29,756,225
                                                 -----------    --------------

NET ASSETS                                             100.0%   $3,641,922,647
                                                 ===========    ==============


FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, at
or during the period ended April 30, 2008, by virtue of the Fund owning at least
5% of the voting securities of the issuer or as a result of the Fund and the
issuer having the same investment adviser. Transactions during the period in
which the issuer was an affiliate are as follows:



                                               SHARES             GROSS          GROSS           SHARES
                                          OCTOBER 31, 2007      ADDITIONS     REDUCTIONS     APRIL 30, 2008
                                          ----------------    -------------  -------------   --------------
                                                                                 
National Financial Partners Corp.               649,821           1,455,111         35,700       2,069,232
Oppenheimer Institutional Money
Market Fund, Cl. E                           94,288,244       1,279,059,120  1,143,263,539     230,083,825




                                                                                 DIVIDEND       REALIZED
                                                                 VALUE            INCOME          LOSS
                                                            ---------------    ------------    -----------
                                                                                      
National Financial Partners Corp.                           $    55,703,725    $    750,616    $ 1,212,634
Oppenheimer Institutional Money
Market Fund, Cl. E                                              230,083,825       3,118,703             --
                                                            ---------------    ------------    -----------
                                                            $   285,787,550    $  3,869,319    $ 1,212,634
                                                            ===============    ============    ===========


3. Rate shown is the 7-day yield as of April 30, 2008.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           16 | OPPENHEIMER VALUE FUND



STATEMENT OF ASSETS AND LIABILITIES Unaudited

April 30, 2008


                                                                       
ASSETS
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $3,040,240,368)                              $ 3,326,378,872
Affiliated companies (cost $320,340,361)                                      285,787,550
                                                                          ---------------
                                                                            3,612,166,422
                                                                          ---------------
Cash                                                                               96,251
                                                                          ---------------
Receivables and other assets:
Investments sold                                                               32,098,477
Dividends                                                                      13,393,683
Shares of capital stock sold                                                    7,870,199
Other                                                                              89,451
                                                                          ---------------
Total assets                                                                3,665,714,483
                                                                          ---------------

LIABILITIES
Payables and other liabilities:
Investments purchased                                                          16,544,759
Shares of capital stock redeemed                                                6,018,352
Distribution and service plan fees                                                453,291
Transfer and shareholder servicing agent fees                                     350,020
Directors' compensation                                                           264,841
Shareholder communications                                                        115,498
Other                                                                              45,075
                                                                          ---------------
Total liabilities                                                              23,791,836
                                                                          ---------------

NET ASSETS                                                                $ 3,641,922,647
                                                                          ===============

COMPOSITION OF NET ASSETS
Par value of shares of capital stock                                      $       148,573
                                                                          ---------------
Additional paid-in capital                                                  3,662,069,040
                                                                          ---------------
Accumulated net investment income                                              19,928,371
                                                                          ---------------
Accumulated net realized loss on investments                                 (291,809,030)
                                                                          ---------------
Net unrealized appreciation on investments                                    251,585,693
                                                                          ---------------
NET ASSETS                                                                $ 3,641,922,647
                                                                          ===============


                           17 | OPPENHEIMER VALUE FUND


STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

NET ASSET VALUE PER SHARE


                                                                                    
Class A Shares:
Net asset value and redemption price per share (based on net assets of
$1,595,773,707 and 65,273,375 shares of capital stock outstanding)                     $ 24.45
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                            $ 25.94
                                                                                       -------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of
$124,582,744 and 5,236,463 shares of capital stock outstanding)                        $ 23.79
                                                                                       -------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of
$289,874,080 and 12,393,512 shares of capital stock outstanding)                       $ 23.39
                                                                                       -------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of
$208,111,112 and 8,690,813 shares of capital stock outstanding)                        $ 23.95
                                                                                       -------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net
assets of $1,423,581,004 and 56,979,037 shares of capital stock outstanding)           $ 24.98


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           18 | OPPENHEIMER VALUE FUND



STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2008



                                                                                 
INVESTMENT INCOME
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $ 2,027,246)            $   39,528,053
Affiliated companies                                                                     3,869,319
                                                                                    --------------
Interest                                                                                   114,212
                                                                                    --------------
Total investment income                                                                 43,511,584
                                                                                    --------------
EXPENSES

Management fees                                                                          7,786,678
                                                                                    --------------
Distribution and service plan fees:
Class A                                                                                  2,041,025
Class B                                                                                    648,526
Class C                                                                                  1,438,577
Class N                                                                                    480,898
                                                                                    --------------
Transfer and shareholder servicing agent fees:
Class A                                                                                  1,421,533
Class B                                                                                    168,195
Class C                                                                                    269,700
Class N                                                                                    509,531
Class Y                                                                                    229,832
                                                                                    --------------
Shareholder communications:
Class A                                                                                    101,129
Class B                                                                                     24,730
Class C                                                                                     21,973
Class N                                                                                      4,786
Class Y                                                                                      1,046
                                                                                    --------------
Directors' compensation                                                                     71,005
                                                                                    --------------
Custodian fees and expenses                                                                 13,302
                                                                                    --------------
Accounting service fees                                                                      7,500
                                                                                    --------------
Other                                                                                       75,084
                                                                                    --------------
Total expenses                                                                          15,315,050
Less reduction to custodian expenses                                                        (9,031)
Less waivers and reimbursements of expenses                                               (331,523)
                                                                                    --------------
Net expenses                                                                            14,974,496
                                                                                    --------------
NET INVESTMENT INCOME                                                                   28,537,088
                                                                                    --------------
REALIZED AND UNREALIZED LOSS

Net realized loss on:
Investments:
   Unaffiliated companies                                                             (273,333,129)
   Affiliated companies                                                                 (1,212,634)
                                                                                    --------------
Net realized loss                                                                     (274,545,763)
                                                                                    --------------
Net change in unrealized appreciation on investments                                  (107,233,080)
                                                                                    --------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                $ (353,241,755)
                                                                                    ==============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                            19 | OPPENHEIMER VALUE FUND



STATEMENTS OF CHANGES IN NET ASSETS



                                                                                      SIX MONTHS           YEAR
                                                                                         ENDED             ENDED
                                                                                    APRIL 30, 2008      OCTOBER 31,
                                                                                      (UNAUDITED)           2007
                                                                                   ---------------    ---------------
                                                                                                
OPERATIONS

Net investment income                                                              $    28,537,088    $    25,770,458
                                                                                   ---------------    ---------------
Net realized gain (loss)                                                              (274,545,763)       257,315,869
                                                                                   ---------------    ---------------
Net change in unrealized appreciation                                                 (107,233,080)       119,017,980
                                                                                   ---------------    ---------------
Net increase (decrease) in net assets resulting from operations                       (353,241,755)       402,104,307
                                                                                   ---------------    ---------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS

Dividends from net investment income:
Class A                                                                                (15,881,482)       (10,342,465)
Class B                                                                                         --                 --
Class C                                                                                   (630,456)          (301,643)
Class N                                                                                 (1,182,251)          (550,852)
Class Y                                                                                (13,296,659)        (4,974,836)
                                                                                   ---------------    ---------------
                                                                                       (30,990,848)       (16,169,796)
                                                                                   ---------------    ---------------
Distributions from net realized gain:
Class A                                                                               (119,494,801)       (42,823,976)
Class B                                                                                (10,200,886)        (4,983,082)
Class C                                                                                (22,028,477)        (8,531,829)
Class N                                                                                (13,422,724)        (4,238,631)
Class Y                                                                                (72,883,557)       (14,646,074)
                                                                                   ---------------    ---------------
                                                                                      (238,030,445)       (75,223,592)
                                                                                   ---------------    ---------------


CAPITAL STOCK TRANSACTIONS

Net increase (decrease) in net assets resulting from capital stock transactions:
Class A                                                                                163,279,763        291,753,659
Class B                                                                                 (7,009,760)        (7,981,071)
Class C                                                                                 20,979,942         45,543,313
Class N                                                                                 40,107,101         61,566,614
Class Y                                                                                501,454,188        612,827,761
                                                                                   ---------------    ---------------
                                                                                       718,811,234      1,003,710,276
                                                                                   ---------------    ---------------

NET ASSETS

Total increase                                                                          96,548,186      1,314,421,195
                                                                                   ---------------    ---------------
Beginning of period                                                                  3,545,374,461      2,230,953,266
                                                                                   ---------------    ---------------
End of period (including accumulated net investment income of $19,928,371
and $22,382,131, respectively)                                                     $ 3,641,922,647    $ 3,545,374,461
                                                                                   ===============    ===============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           20 | OPPENHEIMER VALUE FUND



FINANCIAL HIGHLIGHTS



                                                   SIX MONTHS
                                                      ENDED
                                                  APRIL 30, 2008                    YEAR ENDED OCTOBER 31,
CLASS A                                            (UNAUDITED)                  2007                   2006
- ------------------------------------             ---------------             ----------             ----------
                                                                                           
PER SHARE OPERATING DATA

Net asset value, beginning of period             $         29.39             $    26.08             $    23.79
                                                 ---------------             ----------             ----------
Income (loss) from investment operations:
Net investment income                                        .20 (1)                .28 (1)                .25 (1)
Net realized and unrealized gain (loss)                    (2.99)                  4.10                   3.24
                                                 ---------------             ----------             ----------
Total from investment operations                           (2.79)                  4.38                   3.49
                                                 ---------------             ----------             ----------
Dividends and/or distributions
to shareholders:
Dividends from net investment income                        (.25)                  (.21)                  (.17)
Distributions from net realized gain                       (1.90)                  (.86)                 (1.03)
                                                 ---------------             ----------             ----------
Total dividends and/or distributions
to shareholders                                            (2.15)                 (1.07)                 (1.20)
                                                 ---------------             ----------             ----------

Net asset value, end of period                   $         24.45             $    29.39             $    26.08
                                                 ===============             ==========             ==========


TOTAL RETURN, AT NET ASSET VALUE (2)                       (9.82)%                17.37%                 15.20%
                                                 ---------------             ----------             ----------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)         $     1,595,774             $1,747,318             $1,282,691
                                                 ---------------             ----------             ----------

Average net assets (in thousands)                $     1,650,095             $1,504,682             $1,052,054
                                                 ---------------             ----------             ----------
Ratios to average net assets: (3)
Net investment income                                       1.67%                  1.01%                  1.03%
Total expenses                                              0.91% (4,5,6)          0.89% (4,5,6)          0.93% (4,5,6)
                                                 ---------------             ----------             ----------
Portfolio turnover  rate                                      72%                   130%                   101%



                                                            YEAR ENDED OCTOBER 31,
CLASS A                                             2005          2004               2003
- ------------------------------------             ---------     ----------         ----------
                                                                         
PER SHARE OPERATING DATA
Net asset value, beginning of period             $   21.15     $    18.46         $    14.78
                                                 ---------     ----------         ----------
Income (loss) from investment operations:
Net investment income                                  .19 (1)        .13 (1)            .04
Net realized and unrealized gain (loss)               2.75           2.61               3.67
                                                 ---------     ----------         ----------

Total from investment operations                      2.94           2.74               3.71
                                                 ---------     ----------         ----------
Dividends and/or distributions
to shareholders:
Dividends from net investment income                  (.11)          (.05)              (.03)
Distributions from net realized gain                  (.19)            --                 --
                                                 ---------     ----------         ----------
Total dividends and/or distributions
to shareholders                                       (.30)          (.05)              (.03)
                                                 ---------     ----------         ----------
Net asset value, end of period                   $   23.79     $    21.15         $    18.46
                                                 =========     ==========         ==========

TOTAL RETURN, AT NET ASSET VALUE (2)                 13.99%         14.85%             25.18%
                                                 ---------     ----------         ----------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)         $ 835,793     $  378,785         $  215,019
                                                 ---------     ----------         ----------
Average net assets (in thousands)                $ 600,426     $  303,560         $  166,143
                                                 ---------     ----------         ----------
Ratios to average net assets: (3)
Net investment income                                 0.83%          0.66%              0.37%
Total expenses                                        0.99% (5)      1.07% (5,7)        1.22% (5,7)
                                                 ---------     ----------         ----------
Portfolio turnover rate                                 72%            85%               117%


1     Per share amounts calculated based on the average shares outstanding
during the period.

2.    Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

3.    Annualized for periods less than one full year.

4.    Total expenses including indirect expenses from affiliated fund were as
follows:

      
                                                     
      Six Months Ended April 30, 2008                   0.91%
      Year Ended October 31, 2007                       0.89%
      Year Ended October 31, 2006                       0.93%
      

5.    Reduction to custodian expenses less than 0.005%.

6.    Waiver or reimbursement of indirect management fees less than 0.005%.

7.    Voluntary waiver of transfer agent fees less than 0.005%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           21 | OPPENHEIMER VALUE FUND



FINANCIAL HIGHLIGHTS Continued



                                                SIX MONTHS
                                                   ENDED
                                              APRIL 30, 2008                          YEAR ENDED OCTOBER 31,
CLASS B                                         (UNAUDITED)         2007         2006          2005           2004          2003
- -----------------------------------------     --------------     ---------     ---------     --------       --------      --------
                                                                                                        
PER SHARE OPERATING DATA

Net asset value, beginning of period          $        28.51     $   25.33     $   23.17     $  20.68       $  18.18      $  14.64
                                              --------------     ---------     ---------     --------       --------      --------
Income (loss) from investment operations:
Net investment income (loss)                             .10 (1)       .05 (1)       .04 (1)     (.01) (1)      (.05) (1)     (.06)
Net realized and unrealized gain (loss)                (2.92)         3.99          3.15         2.69           2.55          3.60
                                              --------------     ---------     ---------     --------       --------      --------
Total from investment operations                       (2.82)         4.04          3.19         2.68           2.50          3.54
                                              --------------     ---------     ---------     --------       --------      --------
Dividends and/or distributions to
shareholders:
Dividends from net investment income                      --            --            --           --             --            --
Distributions from net realized gain                   (1.90)         (.86)        (1.03)        (.19)            --            --
                                              --------------     ---------     ---------     --------       --------      --------
Total dividends and/or distributions
to shareholders                                        (1.90)         (.86)        (1.03)        (.19)            --            --
                                              --------------     ---------     ---------     --------       --------      --------

Net asset value, end of period                $        23.79     $   28.51     $   25.33     $  23.17       $  20.68      $  18.18
                                              ==============     =========     =========     ========       ========      ========


TOTAL RETURN, AT NET ASSET VALUE (2)                  (10.22)%       16.40%        14.19%       13.02%         13.75%        24.18%
                                              --------------     ---------     ---------     --------       --------      --------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)      $      124,583     $ 157,689     $ 147,034     $127,258       $ 85,683      $ 60,858
                                              --------------     ---------     ---------     --------       --------      --------
Average net assets (in thousands)             $      130,459     $ 159,306     $ 136,256     $109,545       $ 77,341      $ 51,476
                                              --------------     ---------     ---------     --------       --------      --------
Ratios to average net assets: (3)
Net investment income (loss)                            0.82%         0.19%         0.19%       (0.03)%        (0.24)%       (0.44)%
Total expenses                                          1.77% (4)     1.73% (4)     1.81% (4)     1.87%          1.98%         2.14%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                1.77%         1.73%         1.81%        1.87%          1.98%         2.05%
                                              --------------     ---------     ---------     --------       --------      --------
Portfolio turnover rate                                   72%          130%          101%          72%            85%          117%


1.    Per share amounts calculated based on the average shares outstanding
during the period.

2.    Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

3.    Annualized for periods less than one full year.

4.    Total expenses including indirect expenses from affiliated fund were as
follows:

      
                                                           
      Six Months Ended April 30, 2008                         1.77%
      Year Ended October 31, 2007                             1.73%
      Year Ended October 31, 2006                             1.81%
      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                          22 | OPPENHEIMER VALUE FUND



                                             SIX MONTHS
                                                ENDED
                                            APRIL 30, 2008                          YEAR ENDED OCTOBER 31,
CLASS C                                      (UNAUDITED)           2007          2006           2005         2004          2003
- -----------------------------------------   --------------       ---------     ---------     ---------     ---------     ---------
                                                                                                       
PER SHARE OPERATING DATA
Net asset value, beginning of period         $       28.11       $   25.00     $   22.89     $   20.41     $   17.93     $   14.44
                                             -------------       ---------     ---------     ---------     ---------     ---------
Income (loss) from investment operations:
Net investment income (loss)                           .11 (1)         .06 (1)       .06 (1)       .01 (1)      (.03) (1)      .03
Net realized and unrealized gain (loss)              (2.88)           3.94          3.11          2.66          2.51          3.46
                                             -------------       ---------     ---------     ---------     ---------     ---------
Total from investment operations                     (2.77)           4.00          3.17          2.67          2.48          3.49
                                             -------------       ---------     ---------     ---------     ---------     ---------
Dividends and/or distributions to
shareholders:
Dividends from net investment income                  (.05)           (.03)         (.03)           --            --            --
Distributions from net realized gain                 (1.90)           (.86)        (1.03)         (.19)           --            --
                                             -------------       ---------     ---------     ---------     ---------     ---------
Total dividends and/or distributions
to shareholders                                      (1.95)           (.89)        (1.06)         (.19)           --            --
                                             -------------       ---------     ---------     ---------     ---------     ---------

Net asset value, end of period               $       23.39       $   28.11     $   25.00     $   22.89     $   20.41     $   17.93
                                             =============       =========     =========     =========     =========     =========


TOTAL RETURN, AT NET ASSET VALUE (2)                (10.18)%         16.48%        14.31%        13.14%        13.83%        24.17%
                                             -------------       ---------     ---------     ---------     ---------     ---------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)     $     289,874       $ 325,044     $ 247,730     $ 170,710     $  79,501     $ 32,625
                                             -------------       ---------     ---------     ---------     ---------     ---------
Average net assets (in thousands)            $     289,109       $ 284,073     $ 212,087     $ 124,605     $  61,387     $ 21,366
                                             -------------       ---------     ---------     ---------     ---------     ---------
Ratios to average net assets: (3)
Net investment income (loss)                          0.91%           0.23%         0.25%         0.04%        (0.17)%       (0.49)%
Total expenses                                        1.68% (4)       1.67% (4)     1.72% (4)     1.77%         1.89%         2.07%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                              1.68%           1.67%         1.71%         1.77%         1.89%         2.07%
                                             -------------       ---------     ---------     ---------     ---------     ---------
Portfolio turnover rate                                 72%            130%          101%           72%           85%          117%


1.    Per share amounts calculated based on the average shares outstanding
during the period.

2.    Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

3.    Annualized for periods less than one full year.

4.    Total expenses including indirect expenses from affiliated fund were as
follows:

      
                                           
      Six Months Ended April 30, 2008         1.68%
      Year Ended October 31, 2007             1.67%
      Year Ended October 31, 2006             1.72%
      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                          23 | OPPENHEIMER VALUE FUND



FINANCIAL HIGHLIGHTS Continued



                                           SIX MONTHS
                                              ENDED
                                          APRIL 30, 2008                       YEAR ENDED OCTOBER 31,
CLASS N                                     (UNAUDITED)     2007          2006          2005          2004        2003
- ------------------------------------      --------------  --------      --------      ---------     -------     --------
                                                                                              
PER SHARE OPERATING DATA
Net asset value, beginning of period      $     28.79     $  25.56      $  23.38      $   20.80     $ 18.25     $  14.68
                                          -----------     --------      --------      ---------     -------     --------
Income (loss) from investment
operations:
Net investment income                             .16 (1)      .18 (1)       .16 (1)        .11 (1)     .06 (1)      .03
Net realized and unrealized gain
(loss)                                          (2.93)        4.02          3.17           2.72        2.56         3.59
                                          -----------     --------      --------      ---------     -------     --------
Total from investment operations                (2.77)        4.20          3.33           2.83        2.62         3.62
                                          -----------     --------      --------      ---------     -------     --------
Dividends and/or distributions
to shareholders:
Dividends from net investment income             (.17)        (.11)         (.12)          (.06)       (.07)        (.05)
Distributions from net realized gain            (1.90)        (.86)        (1.03)          (.19)         --           --
                                          -----------     --------      --------      ---------     -------     --------
Total dividends and/or distributions
to shareholders                                 (2.07)        (.97)        (1.15)          (.25)       (.07)        (.05)
                                          -----------     --------      --------      ---------     -------     --------

Net asset value, end of period            $     23.95     $  28.79      $  25.56      $   23.38     $ 20.80     $  18.25
                                          ===========     ========      ========      =========     =======     ========


TOTAL RETURN, AT NET ASSET VALUE (2)            (9.97)%      16.96%        14.73%         13.68%      14.39%       24.70%
                                          -----------     --------      --------      ---------     -------     --------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in
thousands)                                $   208,111     $202,101      $122,588      $  76,058     $33,100     $  7,417
                                          -----------     --------      --------      ---------     -------     --------
Average net assets (in thousands)         $   193,269     $163,402      $104,142      $  53,166     $23,344     $  3,275
                                          -----------     --------      --------      ---------     -------     --------
Ratios to average net assets: (3)
Net investment income (loss)                     1.36%        0.66%         0.66%          0.50%       0.28%       (0.03)%
Total expenses                                   1.51% (4)    1.26% (4)     1.33% (4)      1.30%       1.45%        1.61%
Expenses after payments, waivers
and/or reimbursements and reduction
to custodian expenses                            1.25%        1.25%         1.31%          1.30%       1.45%        1.55%
                                          -----------     --------      --------      ---------     -------     --------
Portfolio turnover rate                            72%         130%          101%            72%         85%         117%


1.    Per share amounts calculated based on the average shares outstanding
during the period.

2.    Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

3.    Annualized for periods less than one full year.

4.    Total expenses including indirect expenses from affiliated fund were as
follows:

      
                                        
      Six Months Ended April 30, 2008      1.51%
      Year Ended October 31, 2007          1.26%
      Year Ended October 31, 2006          1.33%
      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                          24 | OPPENHEIMER VALUE FUND






                                                    SIX MONTHS
                                                      ENDED
                                                  APRIL 30, 2008                       YEAR ENDED OCTOBER 31,
CLASS Y                                            (UNAUDITED)         2007           2006          2005       2004       2003
- ---------------------------------------------     --------------    ----------      ---------     ---------   -------   --------
                                                                                                      
PER SHARE OPERATING DATA

Net asset value, beginning of period               $     30.03      $    26.61      $   24.23     $   21.54   $ 18.79   $  14.96
                                                   -----------      ----------      ---------     ---------   -------   --------
Income (loss) from investment
operations:
Net investment income (loss) (1)                           .27             .38            .33           .26       .24      (1.86)
Net realized and unrealized gain (loss)                  (3.07)           4.19           3.31          2.81      2.62       5.71 (1)
                                                   -----------      ----------      ---------     ---------   -------   --------
Total from investment operations                         (2.80)           4.57           3.64          3.07      2.86       3.85
                                                   -----------      ----------      ---------     ---------   -------   --------
Dividends and/or distributions
to shareholders:
Dividends from net investment income                      (.35)           (.29)          (.23)         (.19)     (.11)      (.02)
Distributions from net realized gain                     (1.90)           (.86)         (1.03)         (.19)       --         --
                                                   -----------      ----------      ---------     ---------   -------   --------
Total dividends and/or distributions
to shareholders                                          (2.25)          (1.15)         (1.26)         (.38)     (.11)      (.02)
                                                   -----------      ----------      ---------     ---------   -------   --------

Net asset value, end of period                     $     24.98      $    30.03      $   26.61     $   24.23   $ 21.54   $  18.79
                                                   ===========      ==========      =========     =========   =======   ========


TOTAL RETURN, AT NET ASSET VALUE (2)                     (9.67)%         17.81%         15.58%        14.38%    15.30%     25.78%
                                                   -----------      ----------      ---------     ---------   -------   --------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)           $ 1,423,581      $1,113,222      $ 430,910     $ 141,489   $31,914   $  2,617
                                                   -----------      ----------      ---------     ---------   -------   --------
Average net assets (in thousands)                  $ 1,086,301      $  643,874      $ 287,929     $  83,000   $ 8,398   $  1,558
                                                   -----------      ----------      ---------     ---------   -------   --------
Ratios to average net assets: (3)
Net investment income                                     2.16%           1.33%          1.32%         1.10%     1.17%      0.76%
Total expenses                                            0.52% (4)       0.53% (4)      0.57% (4)     0.70%     0.61%      1.19%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses                                                  0.52%           0.53%          0.57%         0.70%     0.61%      0.80%
                                                   -----------      ----------      ---------     ---------   -------   --------
Portfolio turnover rate                                     72%            130%           101%           72%       85%       117%


1.    Per share amounts calculated based on the average shares outstanding
during the period.

2.    Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

3.    Annualized for periods less than one full year.

4.    Total expenses including indirect expenses from affiliated fund were as
follows:

      
                                        
      Six Months Ended April 30, 2008      0.52%
      Year Ended October 31, 2007          0.53%
      Year Ended October 31, 2006          0.57%
      

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           25 | OPPENHEIMER VALUE FUND


NOTES TO FINANCIAL STATEMENTS Unaudited

1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Value Fund (the "Fund"), a series of Oppenheimer Series Fund, Inc.
(the "Company"), is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Fund's investment
objective is to seek long-term growth of capital by investing primarily in
common stocks with low price-earnings ratios and better-than-anticipated
earnings. Realization of current income is a secondary consideration. The Fund's
investment adviser is OppenheimerFunds, Inc. (the "Manager").

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

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

SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of the New York Stock Exchange (the "Exchange"), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for trading. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Directors. Securities traded on a registered U.S.
securities exchange are valued based on the last sale price of the security
traded on that exchange prior to the time when the Fund's assets are valued.
Securities whose principal exchange is NASDAQ(R) are valued based on the closing
price reported by NASDAQ prior to the time when the Fund's assets are valued. In
the absence of a sale, the security is valued at the last sale price on the
prior trading day, if it is within the spread of the closing "bid" and "asked"
prices, and if not, at the closing bid price. Securities traded on foreign
exchanges are valued based on the last sale price on the principal exchange on
which the security is traded, as identified by the portfolio pricing service,
prior to the time when the Fund's assets are valued. In the absence of a sale,
the security is valued at the official closing price on the principal exchange.
Corporate, government and municipal debt instruments having a remaining maturity
in excess of sixty days and all mortgage-backed securities, collateralized
mortgage obligations and other asset-backed securities will

                           26 | OPPENHEIMER VALUE FUND



be valued at the mean between the "bid" and "asked" prices. Securities for which
market quotations are not readily available are valued at their fair value.
Securities whose values have been materially affected by what the Manager
identifies as a significant event occurring before the Fund's assets are valued
but after the close of their respective exchanges will be fair valued. Fair
value is determined in good faith using consistently applied procedures under
the supervision of the Board of Directors. Shares of a registered investment
company that are not traded on an exchange are valued at the acquired investment
company's net asset value per share. "Money market-type" debt instruments with
remaining maturities of sixty days or less are valued at cost adjusted by the
amortization of discount or premium to maturity (amortized cost), which
approximates market value.

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

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

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

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

                           27 | OPPENHEIMER VALUE FUND



NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. SIGNIFICANT ACCOUNTING POLICIES Continued

ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders. Therefore, no federal income or excise tax provision is
required. The Fund files income tax returns in U.S. federal and applicable state
jurisdictions. The statute of limitations on the Fund's tax return filings
generally remain open for the three preceding fiscal reporting period ends.

      During the fiscal year ended October 31, 2007, the Fund utilized $444,392
of capital loss carryforward to offset capital gains realized in that fiscal
year. As of October 31, 2007, the Fund had available for federal income tax
purposes straddle losses of $237,010.

      As of April 30, 2008, the Fund had available for federal income tax
purposes an estimated capital loss carryforward of $274,782,773 expiring by
2016. This estimated capital loss carry-forward represents carryforward as of
the end of the last fiscal year, increased for losses deferred under tax
accounting rules to the current fiscal year and is increased or decreased by
capital losses or gains realized in the first six months of the current fiscal
year. During the six months ended April 30, 2008, it is estimated that the Fund
will not utilize any capital loss carryforward to offset realized capital gains.

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

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of April 30, 2008 are noted in the following
table. The primary difference between book and tax appreciation or depreciation
of securities and other investments, if applicable, is attributable to the tax
deferral of losses or tax realization of financial statement unrealized gain or
loss.

       
                                          
       Federal tax cost of securities        $   3,422,119,679
                                             =================


       Gross unrealized appreciation         $     348,871,337
       Gross unrealized depreciation              (158,824,594)
                                             -----------------
       Net unrealized appreciation           $     190,046,743
                                             =================
       

                           28 | OPPENHEIMER VALUE FUND



DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan (the
"Plan") for the Fund's independent directors. Benefits are based on years of
service and fees paid to each director during their period of service. The Plan
was frozen with respect to adding new participants effective December 31, 2006
(the "Freeze Date") and existing Plan Participants as of the Freeze Date will
continue to receive accrued benefits under the Plan. Active independent
directors as of the Freeze Date have each elected a distribution method with
respect to their benefits under the Plan. During the six months ended April 30,
2008, the Fund's projected benefit obligations, payments to retired directors
and accumulated liability were as follows:

          
                                                      
          Projected Benefit Obligations Increased        $  39,777
          Payments Made to Retired Directors                16,642
          Accumulated Liability as of April 30, 2008       179,226
          

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

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

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

CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated

                           29 | OPPENHEIMER VALUE FUND



NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. SIGNIFICANT ACCOUNTING POLICIES Continued

shareholder redemption activity. The Fund pays interest to its custodian on such
cash overdrafts, to the extent they are not offset by positive cash balances
maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%.
The "Reduction to custodian expenses" line item, if applicable, represents
earnings on cash balances maintained by the Fund during the period. Such
interest expense and other custodian fees may be paid with these earnings.

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

INDEMNIFICATIONS. The Fund's organizational documents provide current and former
directors and officers with a limited indemnification against liabilities
arising in connection with the performance of their duties to the Fund. In the
normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is unknown as this would be dependent on future claims that may be made against
the Fund. The risk of material loss from such claims is considered remote.

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

2. SHARES OF CAPITAL STOCK

The Fund has authorized 650 million shares of $0.001 par value capital stock.
Transactions in shares of capital stock were as follows:



                               SIX MONTHS ENDED APRIL 30, 2008     YEAR ENDED OCTOBER 31, 2007
                                  SHARES            AMOUNT          SHARES           AMOUNT
                               ------------    ---------------    -----------    ---------------
                                                                     
CLASS A
Sold                             18,325,423    $   464,504,158     23,295,444    $   663,051,599
Dividends and/or
distributions reinvested          4,526,141        115,823,962      1,736,237         44,881,732
Redeemed                        (17,028,826)      (417,048,357)   (14,770,459)      (416,179,672)
                                -----------    ---------------    -----------    ---------------
Net increase                      5,822,738    $   163,279,763     10,261,222    $   291,753,659
                                ===========    ===============    ===========    ===============

CLASS B
Sold                                624,145    $    14,903,795      1,518,811    $    41,484,316
Dividends and/or
distributions reinvested            380,909          9,518,915        183,722          4,640,816
Redeemed                         (1,299,742)       (31,432,470)    (1,976,468)       (54,106,203)
                                -----------    ---------------    -----------    ---------------
Net decrease                       (294,688)   $    (7,009,760)      (273,935)   $    (7,981,071)
                                ===========    ===============    ===========    ===============


                           30 | OPPENHEIMER VALUE FUND





                               SIX MONTHS ENDED APRIL 30, 2008     YEAR ENDED OCTOBER 31, 2007
                                   SHARES           AMOUNT           SHARES          AMOUNT
                               ------------    ---------------    ------------    --------------
                                                                      
CLASS C
Sold                              1,844,320    $    43,776,537       3,674,614    $   99,965,187
Dividends and/or
distributions reinvested            746,772         18,340,696         283,585         7,061,273
Redeemed                         (1,761,682)       (41,137,291)     (2,303,734)      (61,483,147)
                                -----------    ---------------    ------------    --------------
Net increase                        829,410    $    20,979,942       1,654,465    $   45,543,313
                                ===========    ===============    ============    ==============
CLASS N
Sold                              2,472,818    $    58,598,327       4,133,411    $  115,421,257
Dividends and/or
distributions reinvested            541,022         13,579,657         174,323         4,427,792
Redeemed                         (1,343,127)       (32,070,883)     (2,083,332)      (58,282,435)
                                -----------    ---------------    ------------    --------------
Net increase                      1,670,713    $    40,107,101       2,224,402    $   61,566,614
                                ===========    ===============    ============    ==============
CLASS Y
Sold                             22,483,239    $   560,869,720      23,358,752    $  686,061,636
Dividends and/or
distributions reinvested          3,255,670         85,005,545         744,490        19,602,409
Redeemed                         (5,829,420)      (144,421,077)     (3,226,914)      (92,836,284)
                                -----------    ---------------    ------------    --------------
Net increase                     19,909,489    $   501,454,188      20,876,328    $  612,827,761
                                ===========    ===============    ============    ==============


3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in IMMF, for the six months ended
April 30, 2008, were as follows:

       
       
                                        PURCHASES             SALES
                                     ---------------     ----------------
                                                   
       Investment securities         $ 2,711,484,598     $  2,331,751,986
       

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

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

           
           
           FEE SCHEDULE
           ------------------
                                    
           Up to $300 million          0.625%
           Next $100 million           0.500
           Over $400 million           0.450
           

ACCOUNTING SERVICE FEES. The Manager acts as the accounting agent for the Fund
at an annual fee of $15,000, plus out-of-pocket costs and expenses reasonably
incurred.

TRANSFER AGENT FEES. OppenheimerFunds Services ("OFS"), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS a per

                           31 | OPPENHEIMER VALUE FUND




NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

account fee. For the six months ended April 30, 2008, the Fund paid $2,346,875
to OFS for services to the Fund.

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

DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the "Distributor")
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan (the
"Plan") for Class A shares under Rule 12b-1 of the Investment Company Act of
1940. Under the Plan, the Fund reimburses the Distributor for a portion of its
costs incurred for services provided to accounts that hold Class A shares.
Reimbursement is made periodically at an annual rate of up to 0.25% of the
average annual net assets of Class A shares of the Fund. The Distributor
currently uses all of those fees to pay dealers, brokers, banks and other
financial institutions periodically for providing personal service and
maintenance of accounts of their customers that hold Class A shares. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in
any fiscal year cannot be recovered in subsequent periods. Fees incurred by the
Fund under the Plan are detailed in the Statement of Operations.

DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund
has adopted Distribution and Service Plans (the "Plans") for Class B, Class C
and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to
compensate the Distributor for its services in connection with the distribution
of those shares and servicing accounts. Under the Plans, the Fund pays the
Distributor an annual asset-based sales charge of 0.75% on Class B and Class C
shares and 0.25% on Class N shares. The Distributor also receives a service fee
of 0.25% per year under each plan. If either the Class B, Class C or Class N
plan is terminated by the Fund or by the shareholders of a class, the Board of
Directors and its independent directors must determine whether the Distributor
shall be entitled to payment from the Fund of all or a portion of the service
fee and/or asset-based sales charge in respect to shares sold prior to the
effective date of such termination. The Distributor's aggregate uncompensated
expenses under the Plans at March 31, 2008 for Class B, Class C and Class N
shares were $2,189,220, $2,978,595 and $1,988,231, respectively. Fees incurred
by the Fund under the Plans are detailed in the Statement of Operations.

SALES CHARGES. Front-end sales charges and contingent deferred sales charges
("CDSC") do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the

                           32 | OPPENHEIMER VALUE FUND



CDSC retained by the Distributor on the redemption of shares is shown in the
following table for the period indicated.



                                      CLASS A         CLASS B         CLASS C         CLASS N
                      CLASS A       CONTINGENT      CONTINGENT      CONTINGENT      CONTINGENT
                     FRONT-END       DEFERRED        DEFERRED        DEFERRED        DEFERRED
                   SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES
 SIX MONTHS         RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY
    ENDED           DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR
- -------------      -------------   -------------   -------------   -------------   --------------
                                                                    
April 30, 2008     $     368,004   $       6,387   $     129,250   $      17,222   $        5,078


WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. During the six months ended April 30, 2008,
OFS waived $255,948 for Class N shares. This undertaking may be amended or
withdrawn at any time.

      The Manager will waive fees and/or reimburse Fund expenses in an amount
equal to the indirect management fees incurred through the Fund's investment in
IMMF. During the six months ended April 30, 2008, the Manager waived $75,575 for
IMMF management fees.

5. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements. This standard establishes a single authoritative definition of
fair value, sets out a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS No. 157 applies to fair value
measurements already required or permitted by existing standards. SFAS No. 157
is effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. As of April
30, 2008, the Manager does not believe the adoption of SFAS No. 157 will
materially impact the financial statement amounts; however, additional
disclosures may be required about the inputs used to develop the measurements
and the effect of certain of the measurements on changes in net assets for the
period.

                           33 | OPPENHEIMER VALUE FUND



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

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

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

                            34 | OPPENHEIMER VALUE FUND



ITEM 2.  CODE OF ETHICS.

Not applicable to semiannual reports.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable to semiannual reports.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable to semiannual reports.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6.  SCHEDULE OF INVESTMENTS.

Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

THE FUND'S GOVERNANCE COMMITTEE PROVISIONS WITH RESPECT TO NOMINATIONS OF
DIRECTORS/TRUSTEES TO THE RESPECTIVE BOARDS

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

2.    The Committee shall screen candidates for Board membership. The Committee
      has not established specific qualifications that it believes must be met
      by a trustee nominee. In evaluating trustee nominees, the Committee
      considers, among other things, an individual's background, skills, and
      experience; whether the individual is



      an "interested person" as defined in the Investment Company Act of 1940;
      and whether the individual would be deemed an "audit committee financial
      expert" within the meaning of applicable SEC rules. The Committee also
      considers whether the individual's background, skills, and experience will
      complement the background, skills, and experience of other nominees and
      will contribute to the Board. There are no differences in the manner in
      which the Committee evaluates nominees for trustees based on whether the
      nominee is recommended by a shareholder.

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

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

      -     a statement concerning whether the person is an "interested person"
            as defined in the Investment Company Act of 1940;

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

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

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

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

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



ITEM 11.  CONTROLS AND PROCEDURES.

Based on their evaluation of the registrant's disclosure controls and procedures
(as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR
270.30a-3(c)) as of 04/30/2008, the registrant's principal executive officer and
principal financial officer found the registrant's disclosure controls and
procedures to provide reasonable assurances that information required to be
disclosed by the registrant in the reports that it files under the Securities
Exchange Act of 1934 (a) is accumulated and communicated to registrant's
management, including its principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure, and (b) is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

ITEM 12.  EXHIBITS.

(a)   (1) Not applicable to semiannual reports.

      (2)   Exhibits attached hereto.

      (3)   Not applicable.

(b)   Exhibit attached hereto.



                                   SIGNATURES

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

Oppenheimer Series Fund, Inc.

By: /s/ John V. Murphy
    ---------------------------
    John V. Murphy
    Principal Executive Officer
Date: 06/10/2008

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

By: /s/ John V. Murphy
    ---------------------------
    John V. Murphy
    Principal Executive Officer
Date: 06/10/2008

By: /s/ Brian W. Wixted
    ---------------------------
    Brian W. Wixted
    Principal Financial Officer
Date: 06/10/2008