OPPENHEIMER MIDCAP FUND
Supplement dated June 1, 1998 to the Prospectus dated May 15, 1998
The Prospectus is changed as follows:
1. The Supplement dated May 15, 1998 to the Prospectus is replaced by this
Supplement.
2. 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
by "Retirement Plans" as defined in "Class A Contingent Deferred
Sales Charge" on page 25) 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.
3. The cumulative total returns for the period from December 1, 1997 to February
28, 1998 set forth in the line captioned "Total Return, at Net Asset Value"
appearing in the Financial Highlights table (unaudited) on page 8 are replaced
with the following:
Class Class Class Class Y
18.10% 17.80% 17.90% 18.20%
4. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 20 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.
5. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent Deferred Sales Charge" starting on
page 25 are modified to
[continued]
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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).
6. The second sentence of the fifth paragraph of the section entitled "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" starting on page 25 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).
7. The paragraph entitled "Special Arrangements With Dealers" on page 27 is
hereby deleted.
8. The following sub-paragraph of the section entitled "Waivers of Class A Sales
Charges" is deleted:
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);
9. The sub-section captioned "OppenheimerFunds Internet Web Site" under the
heading "Special Investor Services" is revised as follows:
OppenheimerFunds Internet Web Site. Information about the
Fund,
including your account balance, daily share prices, market
and Fund
[continued]
<PAGE>
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.
June 1, 1998 PSO745.005
<PAGE>
OPPENHEIMER MIDCAP FUND
Supplement dated June 1, 1998 to the
Statement of Additional Information dated May 15, 1998
The Statement of Additional Information is changed as follows:
1. The Supplement dated May 15, 1998 to the Statement of Additional
Information is replaced by this Supplement.
2. The fourth sentence of the fifth paragraph in the section entitled "How
To Exchange Shares" starting on page 45 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).
3. The cumulative total returns for the period from December 1, 1997 to
February 28, 1998 set forth in the line captioned "Total Return, at Net Asset
Value" appearing in the Financial Highlights table (unaudited) on page 56 are
replaced with the following:
Class A Class B Class C Class Y
18.10% 17.80% 17.90% 18.20%
June 1, 1998 PXO745.004
