Item 24(b)(13)(ii) March , 1997 The Board of Trustees Rochester Fund Municipals 350 Linden Oaks Rochester, NY 14625 To the Board of Trustees: OppenheimerFunds, Inc. ("OFI") herewith purchases________ Class C of Rochester Fund Municipals at a net asset...

                                                      Item 24(b)(13)(ii)


                                                      March  , 1997



The Board of Trustees
Rochester Fund Municipals
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000

To the Board of Trustees:

         OppenheimerFunds,  Inc. ("OFI") herewith  purchases________  Class C of
Rochester  Fund  Municipals  at a net asset value per share of  $______,  for an
aggregate purchase price of $1000.

         In connection with such purchase,  OFI represents that such purchase is
made for investment  purposes by OFI without any present  intention of redeeming
or selling such shares.


                                                     Very truly yours,

                                                     OppenheimerFunds, Inc.



                                                     Xxxxxx X. Xxxx
                                                     Senior Vice President