OPPENHEIMER HIGH YIELD FUND INC
497, 1997-05-01
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                           OPPENHEIMER HIGH YIELD FUND
                          Supplement Dated May 1, 1997
                     to the Prospectus Dated October 1, 1996


         This  supplement  to the  Prospectus  replaces  the  supplements  dated
October 1, 1996,  October 18,  1996,  December 11, 1996 and January 29, 1997 and
changes the Prospectus as follows:

1. The first footnote under the "Shareholder Transaction Expenses" table on 
page 3 is revised 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 30) in Class A  shares,  you may have to pay a sales  charge of up to 1% if
you sell your shares within 12 calendar  months (18 months for shares  purchased
prior to May 1,  1997)  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 first  sentence under the caption "What does the Fund Invest In?" on page
5 is deleted and replaced with the following:

To seek high current  income,  the Fund  anticipates  that under  normal  market
conditions  (when the Manager  believes that the financial  markets are not in a
volatile or unstable  period) at least 80% of its total  assets will be invested
in fixed-income  securities which may include high yield,  lower rated long term
debt  (commonly  referred  to as "junk  bonds"),  preferred  stock,  and foreign
securities.

3. On page 11, the second sentence under the caption "Investment Policies and
Strategies" is deleted and replaced with the following:

Consistent with its primary investment objective, the Fund anticipates that
                                                                    [continued]



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under  normal  conditions  at least 80% of the value of its total assets will be
invested in fixed-income securities.

4. The first and second sentences in the sub-section  captioned "Class A Shares"
in "How to Buy Shares - Classes  of  Shares"  on page 26 are  revised 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 "Retirement Plans," as defined in
"Class A Contingent  Deferred Sales Charge" on page 30). 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 12 months of buying
them (18 months if the shares were purchased prior to May 1, 1997),  you may pay
a contingent deferred sales charge.

5.  The following is added to "Which Class of Shares Should You Choose? - 
How Does it Affect Payments To My Broker?"  on page 28:

The Distributor may pay additional periodic  compensation from its own resources
to securities  dealers or financial  institutions based upon the value of shares
of the Fund owned by the dealer or financial  institution for its own account or
for its customers.

6. The first and second  paragraphs  in the section  captioned  "Buying  Class A
Shares Class A Contingent  Deferred Sales Charge" on page 30 are revised to read
as follows:

There is no initial  sales  charge on  purchases of Class A shares of any one or
more of the Oppenheimer funds in the following cases:

         o  Purchases aggregating $1 million or more.

         o Purchases by a retirement  plan qualified  under  sections  401(a) or
401(k) of the Internal Revenue Code, by a non-qualified deferred
                                                                    [continued]


                                                   -2-

<PAGE>



compensation  plan (not  including  Section 457 plans),  employee  benefit plan,
group  retirement  plan  (see  "How to Buy  Shares -  Retirement  Plans"  in the
Statement  of  Additional   Information  for  further  details),  an  employee's
403(b)(7) custodial plan account,  SEP IRA, SARSEP, or SIMPLE plan (all of these
plans are collectively referred to as "Retirement Plans"); 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.

         o Purchases by an  OppenheimerFunds  Rollover IRA if the  purchases are
made (1) through a broker,  dealer,  bank or registered  investment adviser that
has made special  arrangements with the Distributor for these purchases,  or (2)
by a direct rollover of a distribution  from a qualified  retirement plan if the
administrator  of that plan has made special  arrangements  with the Distributor
for those purchases.

         o Purchases by a retirement  plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,00 or more.

The  Distributor  pays dealers of record  commissions  on those  purchases in an
amount  equal  to (i)  1.0%  for  non-Retirement  Plan  accounts,  and  (ii) for
Retirement Plan accounts, 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  calculated on a calendar
year basis.  That  commission will be paid only on those purchases that were not
previously subject to a front-end sales charge and dealer  commission.  No sales
commission will be paid to the dealer,  broker or financial institution on sales
of Class A shares  purchased with the redemption  proceeds of shares of a mutual
fund offered as an investment  option in a Retirement Plan in which  Oppenheimer
funds are also offered as investment  options under a special  arrangement  with
the  Distributor if the purchase  occurs more than 30 days after the addition of
the Oppenheimer funds as an investment option to the Retirement Plan.

7.  In the third paragraph of "Buying Class A Shares - Class A Contingent 
Deferred
                                                                    [continued]


                                                   -3-

<PAGE>



Sales Charge" on page 31, the first sentence is replaced by the following:

If you  redeem any of those  shares  purchased  prior to May 1, 1997,  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 Class A contingent  deferred  sales
charge may be  deducted  from the  redemption  proceeds  of any of those  shares
purchased on or after May 1, 1997 that are redeemed  within 12 months of the end
of the calendar month of their purchase.

8. Effective January 1, 1997, the second sentence in the section captioned 
"Special Arrangements with Dealers" on page 31 is deleted.

9. The third  sentence of the second  paragraph  of "Reduced  Sales  Charges for
Class A Share Purchases - Right of  Accumulation"  on page 32 is replaced by the
following:

The Distributor will add the value, at current offering price, of the shares you
previously  purchased  and  currently  own to the value of current  purchases to
determine the sales charge rate that applies.

10. The seventh  subparagraph  under the section  captioned  "Waivers of Class A
Sales  Charges - Waivers of Initial and  Contingent  Deferred  Sales Charges for
Certain  Purchasers"  on page 33 is  deleted  and  replaced  with the  following
subparagraph:

         o  (1)  investment  advisors  and  financial  planners  who  charge  an
advisory,  consulting  or other fee for their  services and buy shares for their
own accounts or the accounts of their clients, (2) Retirement Plans and deferred
compensation plans and trusts used to fund those Plans (including,  for example,
plans qualified or created under sections 401(a),  403(b) or 457 of the Internal
Revenue  Code),  and "rabbi  trusts" that buy shares for their own accounts,  in
each  case if those  purchases  are  made  through  a  broker  or agent or other
financial  intermediary that has made special  arrangements with the Distributor
for those  purchases;  and (3) clients of such investment  advisors or financial
planners who buy shares for their own accounts may
                                                                    [continued]


                                                   -4-

<PAGE>



also purchase  shares without sales charge but only if their accounts are linked
to a master  account of their  investment  advisor or  financial  planner on the
books and records of the broker, agent or financial  intermediary with which the
Distributor has made such special  arrangements  (each of these investors may be
charged a fee by the broker,  agent or  financial  intermediary  for  purchasing
shares).

11. The section  captioned  "Waivers  of Class A Sales  Charges - Waivers of the
Class A Contingent Deferred Sales Charge for Certain  Redemptions" on page 34 is
revised to read as follows:

The Class A contingent deferred sales charge is also waived if shares that would
otherwise be subject to the contingent deferred sales charge are redeemed in the
following cases:

         o to make Automatic  Withdrawal Plan payments that are limited annually
to no more than 12% of the original account value;

         o involuntary  redemptions of shares by operation of law or involuntary
redemptions  of small  accounts (see  "Shareholder  Account Rules and Policies,"
below);

         o if,  at the time of  purchase  of shares  (prior to May 1,  1997) the
dealer agreed in writing to accept the dealer's  portion of the sales commission
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);

         o if, at the time of  purchase  of shares (on or after May 1, 1997) the
dealer agrees 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);

                                                                    [continued]


                                                   -5-

<PAGE>




         o for  distributions  from a  TRAC-2000  401(k) plan  sponsored  by the
Distributor due to the termination of the TRAC-2000 program.

         o for distributions from Retirement Plans,  deferred compensation plans
or other employee benefit plans for any of the following 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) to return excess contributions;  (3)
to return contributions made due to a mistake of fact; (4) hardship withdrawals,
as defined in the plan;  (5) under a  Qualified  Domestic  Relations  Order,  as
defined in the  Internal  Revenue  Code;  (6) to meet the  minimum  distribution
requirements of the Internal Revenue Code; (7) to establish "substantially equal
periodic  payments" as described in Section 72(t) of the Internal  Revenue Code;
(8) for retirement distributions or loans to participants or beneficiaries;  (9)
separation  from service;  (10)  participant-  directed  redemptions to purchase
shares  of a mutual  fund  (other  than a fund  managed  by the  Manager  or its
subsidiary)  offered  as an  investment  option  in a  Retirement  Plan in which
Oppenheimer  funds  are also  offered  as  investment  options  under a  special
arrangement  with the  Distributor;  or (11)  plan  termination  or  "in-service
distributions",  if the  redemption  proceeds  are rolled  over  directly  to an
OppenheimerFunds IRA.

         o for  distributions  from Retirement Plans having 500 or more eligible
participants,  except distributions due to termination of all of the Oppenheimer
funds as an investment option under the Plan; and

         o for distributions from 401(k) plans sponsored by broker-dealers  that
have entered into a special agreement with the Distributor allowing this waiver.

12.  The  following  sentence  is added to the end of the  fourth  paragraph  in
"Distribution and Service Plans for Class B and Class C Shares" on page 37:

                                                                    [continued]

                                                   -6-

<PAGE>




If a dealer has a special  agreement with the Distributor,  the Distributor will
pay the Class B  service  fee and the  asset-based  sales  charge to the  dealer
quarterly in lieu of paying the sales  commission and service fee advance at the
time of purchase.

13. The following is added as a new penultimate  sentence to the fifth paragraph
of "Distribution and Service Plans for Class B and Class C shares" on page 37:

         If  a  dealer  has  a  special  agreement  with  the  Distributor,  the
Distributor  shall pay the Class C service fee and  asset-based  sales charge to
the dealer  quarterly  in lieu of paying the sales  commission  and  service fee
advance at the time of purchase.

14.  The  introductory  phrase  in  the  sixth  sub-paragraph  of  "Waivers  for
Redemptions in Certain  Cases"in  "Waivers of Class B and Class C Sales Charges"
on page 38 is replaced with the following and a new  sub-section (6) is added as
follows:

         o  distributions from OppenheimerFunds prototype 401(k) plans and
from certain Massachusetts Mutual Life Insurance Company prototype
401(k) plans . . .  or (6) for loans to participants or beneficiaries.

15.  The following sub-paragraph is added at the end of  "Waivers of Class B 
and Class C Sales Charges" on page 38:

         o distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special agreement with the Distributor allowing this waiver.

16. The section captioned "Special Investor Services" on page 39 is revised by
adding the following after the sub-section captioned "PhoneLink":

Shareholder Transactions by Fax.  Beginning May 30, 1997, requests for
certain account transactions may  be sent to the Transfer Agent by fax
                                                                    [continued]

                                                   -7-

<PAGE>


(telecopier).   Please  call   1-800-525-7048   for   information   about  which
transactions are included.  Transaction requests submitted by fax are subject to
the same rules and restrictions as written and telephone  requests  described in
this Prospectus.

 17.  Appendix C (appearing on pages C-1 and C-2) is hereby deleted.






May 1, 1997                                                       PS0280.015




                                                   -8-



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