OPPENHEIMER HIGH YIELD FUND INC
497, 1995-07-27
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OPPENHEIMER HIGH YIELD FUND
Supplement dated July 14, 1995 to the
Prospectus dated October 25, 1994

The following changes are made to the Prospectus:

1.     The supplements dated January 3, 1995, January 16, 1995 and April 20,
1995 to the Prospectus are replaced by this supplement.

2.     Under  "Expenses" on page 2, the chart "Shareholder Transaction
Expenses" is amended by deleting the references to the $5.00 fee for
"Exchanges"  and inserting "None" on that line under the headings for
Class A Shares and Class B Shares; existing footnote 2 is deleted from
that chart.  A new line entitled "Redemption Fee" is added to the chart
with the word "None" under the headings for Class A and B shares, with a
reference to a new footnote (2) after each, and the footnote is added
under the chart as follows: "(2) There is a $10 transaction fee for
redemptions paid by Federal Funds wire, but not for redemptions paid by
check or by ACH wire through AccountLink, or for which checkwriting
privileges are used (see 'How To Sell Shares')."

3.     Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 2 is changed to read as follows:

       1. If you invest more than $1 million (more than $500,000 for
       purchases by OppenheimerFunds prototype 401(k) plans) 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 in which you purchased those shares. See "How to
       Buy Shares -- Class A Shares," below.

4.     In "How to Buy Shares," the section entitled "Class A Shares" on page
14 under "Classes of Shares" is changed to read as follows:

       If you buy Class A shares, you may pay an initial sales charge
       on investments up to $1 million (up to $500,000 for purchases
       by OppenheimerFunds prototype 401(k) plans). If you purchase
       Class A shares as part of an investment of at least $1 million
       ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
       of one or more OppenheimerFunds, 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. The amount of that sales charge will vary depending on
       the amount you invested. Sales charge rates are described in
       "Class A Shares" below.

5.     In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 14 is changed by adding a new final sentence
to the first paragraph of that section as follows:

       The discussion below of the factors to consider in purchasing
       a particular class of shares assumes that you will purchase only
       one class of shares and not a combination of shares of different
       classes.

6.     Under "How Much Do You Plan to Invest?" in "How to Buy Shares" on
page 14, the second and third sentences are amended to read as follows:

       For investors who invest $500,000 or more, in most cases Class
       A shares will be the more advantageous choice, no matter how
       long you intend to hold your shares. For that reason, the
       Distributor normally will not accept purchase orders of $500,000
       or more for Class B shares from a single investor. 

7.     The section entitled "At What Price Are Shares Sold?" on page 15 is
amended to change the time of day at which net asset value is determined,
by revising the first three sentences of that paragraph to read as
follows: "In most cases, to enable you to receive that day's offering
price, the Distributor must receive your order by the time of day The New
York Stock Exchange closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days (all references to time in this Prospectus
mean "New York time").  The net asset value of each class of shares is
determined as of that time on each day The New York Stock Exchange is open
(which is a "regular business day").  If you buy shares through a dealer,
the dealer must receive your order by the close of The New York Stock
Exchange on a regular business day and transmit it to the Distributor so
that it is received before the Distributor's close of business that day,
which is normally 5:00 P.M."

8.     In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 16 is amended in its entirety
to read as follows:

       There is no initial sales charge on purchases of Class A shares
       of any one or more of the OppenheimerFunds in the following
       cases: 
              -- purchases aggregating $1 million or more, or 
              -- purchases by an OppenheimerFunds prototype 401(k)
              plan that:  (1) buys shares costing $500,000 or more
              or (2) has, at the time of purchase, 100 or more
              eligible participants, or (3) certifies that it
              projects to have annual plan purchases of $200,000 or
              more.
              
              Shares of any of the OppenheimerFunds that offers only one
       class of shares that has no designation are considered "Class
       A shares" for this purpose. The Distributor pays dealers of
       record commissions on those purchases in an amount equal to the
       sum of 1.0% of the first $2.5 million, plus 0.50% of the next
       $2.5 million, plus 0.25% of purchases over $5 million. That
       commission will be paid only on the amount of those purchases
       in excess of $1 million ($500,000 for purchases by
       OppenheimerFunds 401(k) prototype plans) that were not
       previously subject to a front-end sales charge and dealer
       commission.

9.     In "Reduced Sales Charges for Class A Purchases," on page 16, the
first sentence of the section "Right of Accumulation" is changed to read
as follows:

       To qualify for the lower sales charge rates that apply to larger
       purchases of Class A shares, you and your spouse can add
       together Class A and Class B shares you purchase for your
       individual accounts, or jointly, or for trust or custodial
       accounts on behalf of your children who are minors.

The first sentence of the second paragraph of that section is revised to
read as follows:

              Additionally, you can add together current purchases of
       Class A and Class B shares of the Fund and other
       OppenheimerFunds to reduce the sales charge rate that applies
       to current purchases of Class A shares. You can also count Class
       A and Class B shares of OppenheimerFunds you previously
       purchased subject to an initial or contingent deferred sales
       charge to reduce the sales charge rate for current purchases of
       Class A shares, provided that you still hold that investment in
       one of the OppenheimerFunds.

10.    The first sentence of the section entitled "Letter of Intent" is
revised to read as follows:

       Under a Letter of Intent, if you purchase Class A shares or
       Class A shares and Class B shares of the Fund and other
       OppenheimerFunds during a 13-month period, you can reduce the
       sales charge rate that applies to your purchases of Class A
       shares. The total amount of your intended purchases of both
       Class A and Class B shares will determine the reduced sales
       charge rate for the Class A shares purchased during that period.

11.    In the section entitled "Waivers of Class A Sales Charges," the
following changes are made:

The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

       -  Waivers of Class A Sales Charges. The Class A sales charges
       are not imposed in the circumstances described below. There is
       an explanation of this policy in "Reduced Sales Charges" in the
       Statement of Additional Information.

              Waivers of Initial and Contingent Deferred Sales Charges
       for Certain Purchasers. Class A shares purchased by the
       following investors are not subject to any Class A sales
       charges:

The introductory phrase preceding the list of sales charge waivers in  the
second paragraph and subsection (d) of that paragraph are replaced by the
following:

              Waivers of Initial and Contingent Deferred Sales Charges
       in Certain Transactions. Class A shares issued or purchased in
       the following transactions are not subject to Class A sales
       charges:
       . . .
              (d) shares purchased and paid for with the proceeds of
       shares redeemed in the prior 12 months from a mutual fund (other
       than a fund managed by the Manager or any of its subsidiaries)
       on which an initial sales charge or contingent deferred sales
       charge was paid (this waiver also applies to shares purchased
       by exchange of shares of Oppenheimer Money Market Fund, Inc.
       that were purchased and paid for in this manner); this waiver
       must be requested when the purchase order is placed for your
       shares of the Fund, and the Distributor may require evidence of
       your qualification for this waiver.

The third paragraph of that section is revised to read as follows:

              Waivers of the Class A Contingent Deferred Sales Charge.
       The Class A contingent deferred sales charge does not apply to
       purchases of Class A shares at net asset value without sales
       charge as described in the two sections above. It is also waived
       if shares that would otherwise be subject to the contingent
       deferred sales charge are redeemed in the following cases:
              -- for retirement distributions or loans to participants
       or beneficiaries from qualified retirement plans, deferred
       compensation plans or other employee benefit plans, including
       OppenheimerFunds prototype 401(k) plans (these are all referred
       to as "Retirement Plans"); or
              -- to return excess contributions made to Retirement Plans; or
              -- to make Automatic Withdrawal Plan payments that are
       limited annually to no more than 12% of the original account
       value; or
              -- involuntary redemptions of shares by operation of law
       or involuntary redemptions of small accounts (see "Shareholder
       Account Rules and Policies," below); or
              -- if, at the time a purchase order is placed for Class A
       shares that would otherwise be subject to the Class A contingent
       deferred sales charge, the dealer agrees to accept the dealer's
       portion of the commission payable on the sale in installments
       of 1/18th of the commission per month (and no further commission
       will be payable if the shares are redeemed within 18 months of
       purchase); or
              -- for distributions from OppenheimerFunds prototype 401(k)
       plans for any of the following cases or purposes: (1) following
       the death or disability (as defined in the Internal Revenue
       Code) of the participant or beneficiary (the death or disability
       must occur after the participant's account was established); (2)
       hardship withdrawals, as defined in the plan; (3) under a
       Qualified Domestic Relations Order, as defined in the Internal
       Revenue Code; (4) to meet the minimum distribution requirements
       of the Internal Revenue Code; (5) to establish "substantially
       equal periodic payments" as described in Section 72(t) of the
       Internal Revenue Code, or (6) separation from service.

12.    The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 18, is amended by  replacing the introductory phrase of
that paragraph with the sentences below and adding a new section at the
end of that paragraph as follows:

       -  Waivers of Class B Sales Charge. The Class B contingent
       deferred sales charge will not be applied to shares purchased
       in certain types of transactions nor will it apply to Class B
       shares redeemed in certain circumstances as described below. The
       reasons for this policy are in "Reduced Sales Charges" in the
       Statement of Additional Information.

              Waivers for Redemptions of Shares in Certain Cases. The
       Class B contingent deferred sales charge will be waived for
       redemptions of shares in the following cases:
              . . . .
              (5) for distributions from OppenheimerFunds prototype
       401(k) plans (a) for hardship withdrawals; (b) under a Qualified
       Domestic Relations Order, as defined in the Internal Revenue
       Code; (c) to meet minimum distribution requirements as defined
       in the Internal Revenue Code; (d) to make "substantially equal
       periodic payments" as described in Section 72(t) of the Internal
       Revenue Code; or (e) for separation from service.

13.    The second sentence of the first paragraph under the heading
"Distribution and Service Plan for Class B Shares" on page 19 is revised
to read as follows:

              Under the Plan, the Fund pays the Distributor an
              annual "asset-based sales charge"                of 0.75% per year
              on Class B shares that are outstanding for 6 years or
              less.

14.    In the section entitled "Reinvestment Privilege" on page 20, the
first three sentences are revised to read as follows:

       If you redeem some or all of your Class A or B shares of the
       Fund, you have up to 6 months to reinvest all or part of the
       redemption proceeds in Class A shares of the Fund or other
       OppenheimerFunds without paying a sales charge. This privilege
       applies to Class A shares that you purchased subject to an
       initial sales charge and to Class A or B shares on which you
       paid a contingent deferred sales charge when you redeemed them. 

15.    In the section entitled "Retirement Plans" on page 20, the following
is added to the list of plans offered by the Distributor:

       -- 401(k) prototype retirement plans for businesses

16.    The section entitled "Selling Shares by Telephone" on page 21 is
amended by revising the second sentence to read as follows: "To receive
the redemption price on a regular business day, your call must be received
by the Transfer Agent by the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days."

17.    The subheading "Telephone Redemptions Through AccountLink" on page
22 under "How To Sell Shares" is amended to read "Telephone Redemptions
Through AccountLink or By Wire," and a second paragraph is added to that
sub-section as follows:

       Shareholders may also have the Transfer Agent send redemption
       proceeds of $2,500 or more by Federal Funds wire to a designated
       commercial bank account. The bank must be a member of the
       Federal Reserve wire system. There is a $10 fee for each Federal
       Funds wire.  To place a wire redemption request, call the
       Transfer Agent at 1-800-852-8457. The wire will normally be
       transmitted on the next bank business day after the shares are
       redeemed. There is a possibility that the wire may be delayed
       up to seven days to enable the Fund to sell securities to pay
       the redemption proceeds. No dividends are accrued or paid on the
       proceeds of shares that have been redeemed and are awaiting
       transmittal by wire. To establish wire redemption privileges on
       an account that is already established, please contact the
       Transfer Agent for instructions.

18.    Under "Checkwriting" on page 22, the last paragraph in that
subsection is deleted.

19.    The second and third sentences in the first paragraph of "How To
Exchange Shares" on page 22 are deleted.

20.    The section entitled "How To Exchange Shares" starting on page 22 is
amended by revising the first sentence in the first "bulleted" paragraph
following "Telephone Exchange Requests" on page 23 to become two sentences
that read as follows: "Shares are normally redeemed from one fund and
purchased from the other fund in the exchange transaction on the same
regular business day on which the Transfer Agent receives an exchange
request that is in proper form by the close of The New York Stock Exchange
that day, which is normally 4:00 P.M. but may be earlier on some days. 
However, either fund may delay the purchase of shares of the Fund you are
exchanging into if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares."

21.    The first sentence of the section entitled "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 23 is
revised to read as follows: "Net Asset Value Per Share is determined for
each class of shares as of the close of The New York Stock Exchange on
each regular business day by dividing the value of the Fund's net assets
attributable to a class by the number of shares that are outstanding."


July 14, 1995
<PAGE>

OPPENHEIMER HIGH YIELD FUND
Supplement dated July 14, 1995 to the
Statement of Additional Information
Dated October 25, 1994

The Statement of Additional Information is amended as follows:

1.     The supplement dated January 3, 1995 to the Statement of Additional
Information is replaced by this supplement.

2.     The following text is added as the fourth paragraph under the heading
"Investment Policies and Strategies" on page 2: 

       -      Special Risks - High Yield Securities.  As stated in the
       Prospectus, the corporate debt securities in which the Fund will
       principally invest may be in the lower rating categories.  The
       Fund may invest in securities rated as low as "C" by Moody's or
       "D" by Standard & Poor's.  The Manager will not rely solely on
       the ratings assigned by rating services and may invest, without
       limitation, in unrated securities which offer, in the opinion
       of the Manager, comparable yields and risks as those rated
       securities in which the Fund may invest.

              Risks of high yield securities may include:  (i) limited
       liquidity and secondary market support, (ii) substantial market
       price volatility resulting from changes in prevailing interest
       rates, (iii) subordination to the prior claims of banks and
       other senior lenders, (iv) the operation of mandatory sinking
       fund or call/redemption provisions during periods of declining
       interest rates that could cause the Fund to be able to reinvest
       premature redemption proceeds only in lower yielding portfolio
       securities, (v) the possibility that earnings of the issuer may
       be insufficient to meet its debt service, and (vi) the issuer's
       low creditworthiness and potential for insolvency during periods
       of rising interest rates and economic downturn.  As a result of
       the limited liquidity of high yield securities, their prices
       have at times experienced significant and rapid decline when a
       substantial number of holders decided to sell.  A decline is
       also likely in the high yield bond market during an economic
       downturn.  An economic downturn or an increase in interest rates
       could severely disrupt the market for high yield bonds and
       adversely affect the value of outstanding bonds and the ability
       of the issuers to repay principal and interest.  In addition,
       there have been several Congressional attempts to limit the use
       of tax and other advantages of high yield bonds which, if
       enacted, could adversely affect the value of these securities
       and the Fund's net asset value.  

3.     The first sentence of the section entitled "Determination of Net
Asset Values Per Share" under "How To Buy Shares" on page 29 is amended
to read as follows, and a new second sentence is added to that section as
follows: "The net asset values per shares of Class A and Class B shares 
of the Fund are determined as of the close of business of The New York
Stock Exchange on each day that the Exchange is open by dividing the
Fund's net assets attributable to a class by the number of shares of that
class that are outstanding.  The Exchange normally closes at 4:00 P.M.,
New York time, but may close earlier on some days (for example, in case
of weather emergencies or on days falling before a holiday)."

4.     The section entitled AccountLink on page 31 is revised by replacing
the text after the third sentence with the following: "Dividends will
begin to accrue on shares purchased by the proceeds of ACH transfers on
the business day the Fund receives Federal Funds for the purchase through
the ACH system before the close of The New York Stock Exchange.  The
Exchange normally closes at 4:00 P.M., but may close earlier on certain
days.  If Federal Funds are received on a business day after the close of
the Exchange, the shares will be purchased and dividends will begin to
accrue on the next regular business day.  The proceeds of ACH transfers
are normally received by the Fund 3 days after the transfers are
initiated.  The Distributor and the Fund are not responsible for any
delays in purchasing shares resulting from delays in ACH transmissions."

5.     In the section entitled "Letters of Intent" on page 32, the first
three sentences of the first paragraph in that section are replaced by the
following:

       A Letter of Intent (referred to as a "Letter") is an investor's
       statement in writing to the Distributor of the intention to
       purchase Class A shares or Class A and Class B shares of the
       Fund (and other OppenheimerFunds) during a 13-month period (the
       "Letter of Intend period"), which may, at the investor's
       request, include purchases made up to 90 days prior to the date
       of the Letter.  The Letter states the investor's intention to
       make the aggregate amount of purchases of shares which, when
       added to the investor's holdings of shares of those funds, will
       equal or exceed the amount specified in the Letter.  Purchases
       made by reinvestment of dividends or distributions of capital
       gains and purchases made at net asset value without sales charge
       do not count toward satisfying the amount of the Letter.  A
       Letter enables an investor to count the Class A and Class B
       shares purchased under the Letter to obtain the reduced sales
       charge rate on purchases of Class A shares of the Fund (and
       other OppenheimerFunds) that applies under the Right of
       Accumulation to current purchases of Class A shares.

6.     In the section entitled "Letters of Intent" on page 32, a new third
paragraph is added as follows:

       For purchases of shares of the Fund and other OppenheimerFunds
       by OppenheimerFunds prototype 401(k) plans under a Letter of
       Intent, the Transfer Agent will not hold shares in escrow.  If
       the intended purchase amount under the Letter entered into by
       an OppenheimerFunds prototype 401(k) plan is not purchased by
       the plan by the end of the Letter of Intent period, there will
       be no adjustment of commissions paid to the broker-dealer or
       financial institution of record for accounts held in the name
       of that plan.

                                                        (Continued)

7.     In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 33, item 5 of that section is replaced by the following:

       5.     The shares eligible for purchase under the Letter (or the
       holding of which may be counted toward completion of a Letter)
       include (a) Class A shares sold with a front-end sales charge
       or subject to a Class A contingent deferred sales charge, (b)
       Class B shares acquired subject to a contingent deferred sales
       charge, and (c) Class A or B shares acquired by reinvestment of
       dividends and distributions or acquired in exchange for either
       (i) Class A shares of one of the other OppenheimerFunds that 
       were acquired subject to a Class A initial or contingent
       deferred sales charge or (ii) Class B shares of one of the other
       OppenheimerFunds that were acquired subject to a contingent
       deferred sales charge.

8.     The following text is added as the second paragraph under "How to
Sell Shares" on page 34:

              - Checkwriting.  When a check is presented to the Fund's
       Bank for clearance, the Bank will ask the Fund to redeem a
       sufficient number of full and fractional shares in the
       shareholder's account to cover the amount of the check.  This
       enables the shareholder to continue receiving dividends on those
       shares until the check is presented to the Fund.  Checks may not
       be presented for payment at the offices of the Bank or the
       Fund's Custodian.  This limitation does not affect the use of
       checks for the payment of bills or to obtain cash at other
       banks.  The Fund reserves the right to amend, suspend or
       discontinue offering checkwriting privileges at any time without
       prior notice.

9.     In the section entitled "Distributions from Retirement Plans" on page
35, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:

       Participants (other than self-employed persons maintaining a
       plan account in their own name) in OppenheimerFunds-sponsored
       prototype pension, profit-sharing or 401(k) plans may not
       directly redeem or exchange shares held for their account under
       those plans.

10.    The second sentence of the section entitled "Special Arrangements for
Repurchase of Shares from Dealers and Brokers" on page 36 is amended to
read as follows: "The repurchase price per share will be the net asset
value next computed after the Distributor receives the order placed by the
dealer or broker, except that if the Distributor receives a repurchase
order from a dealer or broker after the close of The New York Stock
Exchange on a regular business day, it will be processed at that day's net
asset value if the order was received by the dealer or broker from its
customer prior to the time the Exchange closes (normally, that is 4:00
P.M., but may be earlier on some days) and the order was transmitted to
and received by the Distributor prior to its close of business that day
(normally 5:00 P.M.)."

                                                        (Continued)


11.    In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 36, the last sentence of that
section is revised to read as follows:

       Ordinarily, for accounts redeemed by a broker-dealer under this
       procedure, payment will be made within three business days after
       the shares have been redeemed upon the Distributor's receipt the
       required redemption documents in proper form, with the
       signature(s) of the registered owners guaranteed on the
       redemption document as described in the Prospectus.

12.    In the section entitled "How To Exchange Shares" on page 38, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

       However, shares of Oppenheimer Money Market Fund, Inc. purchased
       with the redemption proceeds of shares of other mutual funds
       (other than funds managed by the Manager or its subsidiaries)
       redeemed within the 12 months prior to that purchase may
       subsequently be exchanged for shares of other OppenheimerFunds
       without being subject to an initial or contingent deferred sales
       charge, whichever is applicable.  To qualify for that privilege,
       the investor or the investor's dealer must notify the
       Distributor of eligibility for this privilege at the time the
       shares of Oppenheimer Money Market Fund, Inc. are purchased,
       and, if requested, must supply proof of entitlement to this
       privilege.

13.    The following text is added as the first and second paragraphs under
the heading "Dividends, Capital Gains and Taxes" on page 40:

       Dividends and Distributions.  Dividends will be payable on
       shares held of record at the time of the previous determination
       of net asset value, or as otherwise described in "How to Buy
       Shares."  Daily dividends on newly purchased shares will not be
       declared or paid until such time as Federal Funds (funds
       credited to a member bank's account at the Federal Reserve Bank)
       are available from the purchase payment for such shares. 
       Normally, purchase checks received from investors are converted
       to Federal Funds on the next business day.  Dividends will be
       declared on shares repurchased by a dealer or broker for four
       business days following the trade date (i.e., to and including the day
       prior to settlement repurchase).  If all shares in an account are
       redeemed, all dividends accrued on shares of the same class in the 
       account will be paid together with the redemption proceeds.

              Dividends, distributions and the proceeds of the redemption
       of Fund shares represented by checks returned to the Transfer
       Agent by the Postal Service as undeliverable will be invested
       in shares of Oppenheimer Money Market Fund, Inc., as promptly
       as possible after the return of such checks to the Transfer
       Agent, to enable the investor to earn a return on otherwise idle
       funds.

July 14, 1995





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