OPPENHEIMER REAL ASSET FUND
497, 1999-05-25
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                           OPPENHEIMER REAL ASSET FUND
                      Supplement dated May 25, 1999 to the
                       Prospectus dated November 30, 1998

The Prospectus is changed as follows:

1. The Supplement dated March 12, 1999 is replaced by this Supplement.

2. The  phrase  "to the 26  commodities"  in the  first  sentence  of the  fifth
   paragraph under "Investment  Objective and Policies" on page 8 is deleted and
   replaced by the phrase "among the individual commodities."

3. The word "can" is deleted from the second  sentence of the last  paragraph on
   page 15 and replaced by the word "will."

4. The second  paragraph  on page 21 is deleted and  replaced  by the  following
   paragraphs:

      |X| Portfolio  Managers.  The portfolio managers of the Fund are Russell
      Read,  Mark  Anson,  and  John  Kowalik.  Kevin  Baum  is  an  associate
      portfolio  manager  of  the  Fund.  They  are  the  persons  principally
      responsible  for the  day-to-day  management  of the  Fund's  portfolio.
      Messrs.  Read and Kowalik are Senior Vice  Presidents of the Manager and
      Mr. Anson is a Vice  President of the  Manager.  Messrs.  Read and Anson
      are Vice Presidents of the Sub-Advisor and have been portfolio  managers
      of the Fund since its  inception.  Messrs.  Read,  Anson and Kowalik are
      Chartered Financial Analysts.

      Mr.  Read   joined  the   Manager  in  October,   1993  as  Director  of
      Quantitative  Research.  Mr. Anson  joined the Manager in January,  1996
      as Vice  President  and  Assistant  Counsel.  Prior  to  that,  he was a
      Registered  Options  Principal at Salomon  Brothers Inc. and before that
      he was an attorney at Chapman and Cutler.

      Mr.  Kowalik  became a Senior Vice President of the Manager in June 1998
      and joined the Fund's  portfolio  management  team May 24, 1999.  Before
      joining the  Manager,  Mr.  Kowalik  was  Managing  Director  and Senior
      Portfolio  Manager at  Prudential  Global  Advisors  (1989 - June 1998).
      Mr.  Kowalik  serves  as an  officer  and  portfolio  manager  of  other
      Oppenheimer  funds.  Mr.  Baum  joined the Fund's  portfolio  management
      team May 24, 1999.  He served as the Fund's  principal  trader since its
      inception  in  March  1997.  Previously,  Mr.  Baum  was a  trading  and
      securities analyst for the Manager (1993-February 1997).

                                                                     (continued)
5.

<PAGE>


Thephrase "26  commodities"  in the last  sentence of the last  paragraph  under
   "Performance  of the Fund" on page 23 is deleted  and  replaced by the phrase
   "various commodities."

6. The first sentence of the first paragraph under "Dividends, Capital Gains and
   Taxes" on page 45 is deleted and  replaced by the  following  sentence:  "The
   Fund  declares  dividends  separately  for  each  class  of  shares  from net
   investment  income,  if  any,  quarterly  and  intends  to pay  dividends  to
   shareholders quarterly, on a date selected by the Board of Trustees."


May 25, 1999                                                PSO735.008




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