OPPENHEIMER MIDCAP FUND
497, 1998-05-15
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                             OPPENHEIMER MIDCAP FUND
                  Supplement dated May 15, 1998 to the
                          Prospectus dated May 15, 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
            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.

2. 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.

3. 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 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).

                                                                     [continued]

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4. 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).

5. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 27 is
hereby deleted.

6. 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);

7. 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
            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


<PAGE>



            the Web Site.




May 15, 1998                                                  PSO745.004




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                             OPPENHEIMER MIDCAP FUND
                     Supplement   dated  May  15,  1998  to  the   Statement  of
            Additional Information dated May 15, 1998

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


      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).

May 15, 1998                                                PXO745.003







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