OPPENHEIMER MAIN STREET SMALL CAP FUND
                   Supplement dated December 8, 2000 to the
                        Prospectus dated December 8, 2000



      Class N shares of Oppenheimer Main Street Small Cap Fund are not currently
being offered for sale.









December 8, 2000                                              PS0847.005


<PAGE>




                     OPPENHEIMER MAIN STREET SMALL CAP FUND
                   Supplement dated December 8, 2000 to the
          Statement of Additional Information dated December 8, 2000



      Class N shares of Oppenheimer Main Street Small Cap Fund are not currently
being offered for sale.









December 8, 2000                                              PX0847.004


<PAGE>


Deborah Kaback
Vice President &
Senior Counsel



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