OPPENHEIMER INTERNATIONAL GROWTH FUND
497, 1998-05-19
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                      OPPENHEIMER INTERNATIONAL GROWTH FUND
                      Supplement dated May 15, 1998 to the
                         Prospectus dated March 30, 1998

The Prospectus is changed as follows effective June 1, 1998:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

      (1) If you  invest $1  million  or more  ($500,000  or more for  purchases
      "Retirement  Plans" as  defined  in  "Class A  Contingent  Deferred  Sales
      Charge" on page 28) in Class A shares,  you may have to pay a sales charge
      of up to 1% if you sell your shares within 18 calendar months from the end
      of the calendar month during which you purchased those shares. See "How to
      Buy Shares -- Buying Class A Shares," below.

2. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares -- Classes of Shares" on page 23 is modified to read
as follows:

      If you  purchase  Class A shares as part of an  investment  of at least $1
      million  ($500,000  for  Retirement  Plans)  in  shares  of  one  or  more
      Oppenheimer  funds,  you will not pay an initial sales charge,  but if you
      sell any of those shares  within 18 months of buying  them,  you may pay a
      contingent deferred sales charge, described below.

3. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares -- Class A Contingent  Deferred  Sales Charge" on page 28
are modified
to read as follows:

      If you redeem any Class A shares subject to the contingent  deferred sales
      charge  described  above within 18 months of the end of the calendar month
      of their purchase, a contingent deferred sales charge (called the "Class A
      contingent  deferred  sales  charge") may be deducted from the  redemption
      proceeds.  (A different holding period may apply to shares purchased prior
      to June 1, 1998).

4. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares  --  Class A  Contingent  Deferred  Sales  Charge"  on page 29 is
modified to read as follows:

      However,  if the shares acquired by exchange are redeemed within 18 months
      of the end of the calendar month of the purchase of the exchanged  shares,
      the  contingent  deferred  sales charge will apply.  (A different  holding
      period may apply to shares purchased prior to June 1, 1998).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 29 is
hereby deleted.

6. The  following  sub-paragraphs  of the section  entitled " Waivers of Class A
Sales Charges" on page 32 are deleted:
                                                                     (continued)
<PAGE>

            o if, at the time of purchase of shares (if  purchased  prior to May
      1, 1997) the dealer  agreed in writing to accept the  dealer's  portion of
      the sales commission in installments of 1/18th of the commission per month
      (and no further  commission  will be  payable  if the shares are  redeemed
      within 18 months of purchase)

            o if, at the time of  purchase  of shares (if  purchased  during the
      period May 1, 1997 through December 31, 1997) the dealer agreed in writing
      to accept the dealer's  portion of the sales commission in installments of
      1/12th of the  commission  per month  (and no further  commission  will be
      payable if the shares are redeemed within 12 months of purchase)

7.  The  following  paragraph  replaces  the  existing   sub-section   captioned
"OppenheimerFunds
Internet Web Site" on page 38:

            OppenheimerFunds  Internet  Web  Site.  Information  about the Fund,
            including your account balance,  daily share prices, market and Fund
            portfolio   information,   may   be   obtained   by   visiting   the
            OppenheimerFunds  Internet  Web  Site,  at  the  following  Internet
            address:   http://www.oppenheimerfunds.com.   Additionally,  certain
            account  transactions may be requested by any shareholder  listed in
            the   registration   on  an   account  as  well  as  by  the  dealer
            representative of record through a special section of that Web Site.
            To  access  that  section  of the Web Site you must  first  obtain a
            personal  identification number ("PIN") by calling  OppenheimerFunds
            PhoneLink  at  1-800-533-3310.  If you do not wish to have  Internet
            account  transactions  capability for your account,  please call our
            customer service representatives at 1-800-525-7048. To find out more
            information about Internet transactions and procedures, please visit
            the Web Site.



May 15, 1998                                                        PS0825.005


<PAGE>
                      OPPENHEIMER INTERNATIONAL GROWTH FUND
                      Supplement dated May 15, 1998 to the
           Statement of Additional Information dated March 30, 1998

The Statement of Additional  Information is changed as follows effective June 1,
1998:

      The third sentence of the fourth paragraph in the section entitled "How To
Exchange Shares" on page 43 is revised to read as follows:

      However,  if you redeem  Class A shares of the Fund that were  acquired by
      exchange of Class A shares of other Oppenheimer funds purchased subject to
      a Class A contingent  deferred sales charge within 18 months of the end of
      the calendar  month of the purchase of the exchanged  Class A shares,  the
      Class A contingent deferred sales charge is imposed on the redeemed shares
      (see "Class A Contingent  Deferred  Sales Charge" in the  Prospectus).  (A
      different  holding period may apply to shares  purchased  prior to June 1,
      1998).






May 15, 1998                                                      PX0825.002

<PAGE>


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