OPPENHEIMER MIDCAP FUND
Supplement dated April 14, 2000 to the
Prospectus dated February 25, 2000
The market capitalization of the growth companies in which the Fund may
invest has been increased from between $1 billion and $9 billion to between $2
billion and $11.5 billion. Therefore, the Prospectus is revised as follows:
1. The first paragraph on the cover page of the prospectus is revised to
read as follows:
"Oppenheimer MidCap Fund is a mutual fund that seeks capital
appreciation. It emphasizes investments in common stocks of growth
companies having a market capitalization between $2 billion and $11.5
billion."
2. The third sentence in the paragraph captioned "What does the Fund Mainly
Invest
In?" on page 3 is revised to read as follows:
"Under normal market conditions, the Fund invests at least 65% of its
total assets in equity securities of growth companies that have a market
capitalization of between $2 billion and $11.5 billion (referred to as
"mid-cap" stocks)."
3. The first bullet point in the paragraph captioned "How Does The
Portfolio Manager Decide What Securities To Buy or Sell?" on page 3 is
revised to read as follows:
"Market capitalization between $2 billion and $11.5 billion."
April 14, 2000 745PS.007
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OPPENHEIMER MIDCAP FUND
Supplement dated April 14, 2000 to the
Statement of Additional Information dated February 25, 2000
The Statement of Additional Information is revised by replacing the third
and fourth sentences in the first paragraph under "The Fund's Investment
Policies - Investments in Equity Securities" on page 2 with the following:
1. The Fund's investments will primarily include stocks of companies having
a market capitalization between $2 billion and $11.5 billion, generally measured
at the time of the Fund's investment. However, the Fund is not required to sell
securities of an issuer it holds if the issuer's capitalization exceeds $11.5
billion.
2. Effective March 1, 2000, the independent auditors of the Fund are KPMG
LLP.
April 14, 2000 745PX.007
