OPPENHEIMER HIGH YIELD FUND INC
497, 1994-10-04
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                        OPPENHEIMER HIGH YIELD FUND

                    Supplement dated September 30, 1994
                  to the Prospectus dated October 4, 1993


The Prospectus is amended as follows:

1.    The supplement dated July 1, 1994, and the supplement dated October
4, 1993 for use in the states of Arizona, Texas, Vermont and Washington,
are hereby superceded.

2.    The first paragraph on the front cover is deleted and replaced with
the following:

   Oppenheimer High Yield Fund (the "Fund") is a mutual fund with the
   investment objective of seeking a high level of current income
   primarily through investing in a diversified portfolio of high
   yield, fixed-income securities, commonly known as "junk bonds."  As
   a secondary objective, the Fund seeks capital growth when consistent
   with its primary objective.  

      The Fund may invest up to 100% of its assets in "junk bonds,"
   which are securities that may be considered to be speculative and
   involve greater risks, including risk of default, than higher-rated
   securities.  An investment in the Fund does not constitute a
   complete investment program and is not appropriate for persons
   unwilling or unable to assume the high degree of risk associated
   with investing in lower-rated, high yield securities Investors
   should carefully consider these risks before investing.

3.    At a shareholder meeting called for June 20, 1994, shareholders of
the Fund approved a Service Plan for Class A shares under Rule 12b-1 of
the Investment Company Act of 1940 that applies to all Class A shares of
the Fund, regardless of the date on which the shares were purchased.  If
that new Plan were in effect during the Fund's fiscal year ended June 30,
1993, the Annual Fund Operating Expenses table on page 2 would be revised
as follows: "12b-1 (Distribution and-back slash-or Service Plan) Fees" and
"Total Fund Operating Expenses" for Class A shares would have been .17%
and 1.04%, respectively.  The hypothetical examples of expenses for Class
A shares shown on page 3 would have been $58, $79, $102 and $169 for the
1, 3, 5 and 10 year periods, respectively, whether or not such shares were
redeemed at the end of the period.

4.    The fifth sentence of the first paragraph under the caption Class
A Service Plan on page 16 is revised by having the phrase "which are
attributable to sales made on and after April 1, 1991" deleted.  In
addition, the second sentence in the second paragraph under that caption
is deleted.

5.    The fifth and sixth paragraphs under the caption Class B
Distribution and Service Plan on page 18 are revised to read as follows:
"If the Class B Plan is terminated by the Fund, the Board of Trustees may
allow the Fund to continue payments of the asset-based sales charge to the
Distributor for certain expenses it incurred before the Plan was
terminated."

6.    The section captioned "Covered Call Options and Hedging" on pages
6-8 is deleted and replaced with the following:

   Writing Covered Calls
      The Fund may sell ("write") call options to generate income
   through the receipt of premiums from expired calls and any net
   profits from closing purchase transactions.  The Fund may write call
   options on debt or equity securities,  securities indices or Futures
   (discussed below) only if (i) the calls are listed on a securities
   or commodities exchange or quoted on the automated quotation system
   of the National Association of Securities Dealers, Inc. ("NASDAQ")
   or traded in the over-the-counter market, (ii) each call is
   "covered" while it is outstanding, that is, the Fund must own the
   securities on which call is written or it must own other securities
   that are acceptable for the escrow arrangements required for calls,
   and (iii) not more than 50% of the Fund's total assets are subject
   to calls.  

   Hedging With Options and Futures Contracts. The Fund may buy and
   sell options and futures contracts to try to manage its exposure to
   declining prices on its portfolio securities or to establish a
   position in the debt or equity securities markets as a temporary
   substitute for purchasing individual securities. Some of these
   strategies, such as selling futures, buying puts and writing covered
   calls, hedge the Fund's portfolio against price fluctuations.  Other
   hedging strategies, such as buying futures and buying call options,
   tend to increase the Fund's exposure to the market.  The Fund does
   not use hedging instruments for speculative purposes.  The hedging
   instruments the Fund may use are described below and in greater
   detail in "Other Investment Techniques and Strategies" in the
   Statement of Additional Information.

      -- Calls and Puts.  The Fund may purchase call options on debt or
   equity securities, securities indices, Interest Rate Futures or
   Financial Futures (discussed below), if the calls are listed on a
   securities or commodities exchange or quoted on NASDAQ or traded in
   the over-the-counter market.  The Fund may also purchase calls in
   "closing purchase transactions" to terminate its call obligations. 
   The Fund may write and purchase put options on debt or equity
   securities, securities indices or Futures if (i) the put is listed
   on a securities or commodities exchange or quoted on NASDAQ or
   traded in the over-the-market, and (ii) any put written is covered
   by segregated liquid assets with not more than 50% of the Fund's
   assets subject to puts.  A call or put may not be purchased if the
   value of all of the Fund's put and call options would exceed 5% of
   the Fund's total assets.  

      -- Interest Rate Futures and Financial Futures.  The Fund may buy
   and sell Futures.  An Interest Rate Future obligates the seller to
   deliver and the purchaser to take a specific type of debt security
   at a specific future date for a fixed price.  That obligation may
   be satisfied by actual delivery of the debt security or by entering
   into an offsetting contract.  A securities index assigns relative
   values to the securities included in that index and is used as a
   basis for trading long-term Financial Futures contracts.  Financial
   Futures reflect the price movements of securities included in the
   index.  They differ from Interest Rate Futures in that settlement
   is made in cash rather than by delivery of the underlying
   investment.  At present, the Fund does not intend to enter into
   Futures contracts and options on Futures, if, after any such
   purchase, the sum of margin deposits on Futures and premiums paid
   on Futures options would exceed 5% of the Fund's total assets.  

      -- Foreign Currency Options.  The Fund may purchase and write
   puts and calls on foreign currencies that are traded on a securities
   or commodities exchange or quoted by major recognized dealers in
   such options, for the purpose of protecting against declines in the
   dollar value of foreign securities and against increases in the
   dollar cost of foreign securities to be acquired.  

      -- Forward Contracts.  The Fund may enter into foreign currency
   exchange contracts ("Forward Contracts"), which obligate the seller
   to deliver and the purchaser to take a specific amount of foreign
   currency at a specific future  date for a fixed price.  The Fund may
   enter into a Forward Contract in order to "lock in" the U.S. dollar
   price of a security denominated in a foreign currency which it has
   purchased or sold but which has not yet settled, or to protect
   against a possible loss resulting from an adverse change in the
   relationship between the U.S. dollar and a foreign currency.  There
   is a risk that use of Forward Contracts may reduce gain that would
   otherwise result from a change in the relationship between the U.S.
   dollar and a foreign currency.  

      -- Interest Rate Swap Transactions.  The Fund may enter into
   interest rate swaps.  In an interest rate swap, the Fund and another
   party exchange their respective commitments to pay or receive
   interest on a security, (e.g., an exchange of floating rate payments
   for fixed rate payments).  The Fund will not use interest rate swaps
   for leverage.  Swap transactions will be entered into only as to
   security positions held by the Fund.  The Fund may not enter into
   swap transactions with respect to more than 25% of its total assets. 
   The Fund will segregate liquid assets (e.g., cash, U.S. Government
   securities or other appropriate high grade debt obligations) equal
   to the net excess, if any, of its obligations over its entitlements
   under the swap and will mark that amount daily.  

      -- Risks of Options and Futures Trading.  Hedging instruments can
   be volatile investments and may involve special risks.  If the
   Manager uses a hedging instrument at the wrong time or judges market
   conditions incorrectly, hedging strategies may reduce the Fund's
   return. The Fund could also experience losses if the prices of its
   futures and options positions were not correlated with its other
   investments or if it could not close out a position because of an
   illiquid market for the future or option.  Options trading involves
   the payment of premiums and has special tax effects on the Fund.
   There are also special risks in particular hedging strategies. For
   example, in writing puts, there is a risk that the Fund may be
   required to buy the underlying security at a disadvantageous price.
   These risks and the hedging strategies the Fund may use are
   described in greater detail in the Statement of Additional
   Information.

7.    The following is added on page 10 immediately above the heading
"Investment Restrictions":

   Derivative Investments.  The Fund can invest in a number of
   different kinds of "derivative investments."  In general, a
   "derivative investment" is a specially designed investment whose
   performance is linked to the performance of another investment or
   security, such as an option, future, index or currency.  In the
   broadest sense, derivative investments include exchange-traded
   options and futures contracts (see "Writing Covered Calls" and
   "Hedging with Options and Futures Contracts").  The risks of
   investing in derivative investments include not only the ability of
   the company issuing the instrument to pay the amount due on the
   maturity of the instrument, but also the risk that the underlying
   investment or security might not perform the way the Manager
   expected it to perform.  The performance of derivative investments
   may also be influenced by interest rate changes in the U.S. and
   abroad.  All of this can mean that the Fund will realize less
   principal and/or income than expected.  Certain derivative
   investments held by the Fund may trade in the over-the-counter
   market and may be illiquid.  See "Illiquid and Restricted
   Securities."

      Examples of derivative investments the Fund may invest in
   include, among others, "index-linked" notes.  These are debt
   securities of companies that call for payment on the maturity of the
   note in different terms than the typical note where the borrower
   agrees to pay a fixed sum on the maturity of the note.  The payment
   on maturity of an index-linked note depends on the performance of
   one or more market indices, such as the S & P 500 Index.  Further
   examples of derivative investments the Fund may invest in include
   "debt exchangeable for common stock" of an issuer or "equity-linked
   debt securities" of an issuer. At maturity, the principal amount of
   the debt security is exchanged for common stock of the issuer or is
   payable in an amount based on the issuer's common stock price at the
   time of maturity.  In either case there is a risk that the amount
   payable at maturity will be less than the principal amount of the
   debt. 

      Other examples of derivative investments the Fund may invest in
   are currency-indexed securities.  These are typically short-term or
   intermediate-term debt securities whose maturity values or interest
   rates are determined by reference to one or more specified foreign
   currencies.  Certain currency-indexed securities purchased by the
   Fund may have a payout factor tied to a multiple of the movement of
   the U.S. dollar (or the foreign currency in which the security is
   denominated) against the movement in the U.S. dollar, the foreign
   currency, another currency, or an index.  Such securities may be
   subject to increased principal risk and increased volatility than
   comparable securities without a payout factor in excess of one, but
   the Manager believes the increased yield justifies the increased
   risk.  

8.    The following is added under the caption "Mortgage-Backed Securities
and CMOs" on page 8 to precede the sentence that reads, "Mortgage-backed
securities may be less effective than debt obligations of similar maturity
at maintaining yields during period of declining interest rates":

   The Fund may also invest in CMOs that are "stripped," that is, the
   security is divided into two parts, one of which receives the principal
   payments (P/O) and the other which receives the interest (I/O).  I/Os
   and P/Os are subject to increased volatility in price due to interest
   rate changes.  Rapid repayment of mortgage principal in a sharply
   declining interest rate environment reduced the value of an I/O since
   the interest will not be paid on prepaid mortgages, and increases the
   value of the value of the corresponding P/O because the payments are
   nearer.  If rates rise, the value of the P/O falls as early payments
   decline and the value of the I/O increases as prospects for a long
   stream of interest payments increase.

9.    The section captioned "Participation Interests" on page 10 is
deleted and replaced with the following:

      -- Participation Interests.  The Fund may acquire participation
   interests in loans that are made to U.S. or foreign companies (the
   "borrower").  They may be interests in, or assignments of, the loan
   and are acquired from banks or brokers that have made the loan or
   are members of the lending syndicate.   No more than 5% of the
   Fund's net assets can be invested in participation interest of the
   same issuer.   The Manager has set certain creditworthiness
   standards for issuers of loan participations, and monitors their
   creditworthiness.  The value of loan participation interests depends
   primarily upon the creditworthiness of the borrower, and its ability
   to pay interest and principal.  Borrowers may have difficulty making
   payments.  If a borrower fails to make scheduled interest or
   principal payments, the Fund could experience a decline in the net
   asset value of its shares.  Some borrowers may have senior
   securities rated as low as "C" by Moody's or "D" by Standard &
   Poor's, but may be deemed acceptable credit risks.  Participation
   interests are subject to the Fund's limitations on investments in
   illiquid securities.  See "Illiquid and Restricted Securities".   
   





September 30, 1994                                     PS280


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