OPPENHEIMER HIGH YIELD FUND INC
497, 1999-05-19
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                       OPPENHEIMER HIGH YIELD FUND
                  Supplement dated May 18, 1999 to the
                    Prospectus dated October 27, 1998

The Prospectus is changed as follows:

1.  The Supplement to the Prospectus  dated February 1, 1999 is replaced by this
    Supplement.

2.  The third sentence of the paragraph  entitled "Who Manages the Fund?" in the
    section  entitled  "A Brief  Overview  of the Fund" on page 6 is modified to
    read as follows:  "The Fund's portfolio  managers are David Negri and Thomas
    Reedy."

3.  The paragraph entitled  "Portfolio Manager" in the section entitled "How the
    Fund is Managed" on page 22 is modified to read as follows:

          The  Portfolio  Managers  of the Fund are  David  Negri  and
          Thomas Reedy. They are the persons  principally  responsible
          for the  day-to-day  management  of the Fund's  investments,
          and each is a Vice  President  of the Fund.  Mr.  Negri is a
          Senior Vice  President of the  Manager.  Mr. Reedy is a Vice
          President  of the  Manager.  Mr.  Negri and Mr.  Reedy  have
          been  portfolio  managers  of the Fund since  October  1998.
          Each  is  an  officer   and   portfolio   manager  of  other
          Oppenheimer  funds and have been with the  Manager  for more
          than five years.

4. The following is added after the fourth  sub-paragraph of the first paragraph
   under the section  titled "Class A Contingent  Deferred Sales Charge" on page
   33:

|_|    Purchases  by a  qualified  retirement  plan  whose  recordkeeper  had  a
       cost-allocation  agreement  with the  Transfer  Agent on or before May 1,
       1999.

5. The  following  is added after the second  sentence  of the second  paragraph
   under the section  titled "Class A Contingent  Deferred Sales Charge" on page
   33:  "However,  that  commission  will not be paid on  purchases of shares in
   amounts of $1  million or more  (including  any right of  accumulation)  by a
   retirement  plan that pays for the purchase with the  redemption  proceeds of
   Class C shares  of one or more  Oppenheimer  funds  held by the Plan for more
   than one year."

6. The following is added after the tenth  sub-paragraph of the second paragraph
   under the section titled "Waivers of Class A Sales Charges" on page 35:

|_|    Dealers,  brokers,  banks,  or registered  investment  advisers that have
       entered into an agreement with the  Distributor to sell shares to defined
       contribution  employee  retirement plans for which the dealer,  broker or
       investment adviser provides administrative services.
|_|    Retirement plans and deferred  compensation plans and trusts used to fund
       those plans  (including,  for example,  plans  qualified or created under
       sections 401(a),  401(k), 403(b) or 457 of the Internal Revenue Code), in
       each case if those  purchases  are made through a broker,  agent or other
       financial  intermediary  that  has  made  special  arrangements  with the
       Distributor for those purchases.

7. The fourth  sub-paragraph  of the third  paragraph  under the section  titled
   "Waivers of Class A Sales Charges" on page 35 is revised to read as follows:

|_|   Shares purchased through a broker-dealer  that has entered into a special
       agreement  with the  Distributor  to allow  the  broker's  customers  to
       purchase and pay for with the  proceeds of shares  redeemed in the prior
       30 days 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 shares of the Fund, and
       the Distributor may require evidence of qualification for this waiver.

8. The first  sub-paragraph  of the fourth  paragraph  under the section  titled
   "Waivers of Class A Sales Charges" on page 35 is revised to read as follows:

|_|    To make Automatic  Withdrawal Plan payments that are limited  annually to
       no more than 12% of the  account  value  measured at the time the Plan is
       established, adjusted annually.

9. The second paragraph under the section titled "Waivers of Class B and Class C
   Sales Charges" on page 41 is deleted and replaced with the following:

      Waivers  for  Redemptions  in  Certain  Cases.  The  Class B and  Class C
contingent  deferred sales charges will be waived for  redemptions of shares in
the following cases:

|_|   Shares  redeemed  involuntarily,  as  described in  "Shareholder  Account
        Rules and Policies," in the Prospectus.
|_|     Redemptions  from accounts  other than  Retirement  Plans  following the
        death or  disability  of the last  surviving  shareholder,  including  a
        trustee  of a  grantor  trust or  revocable  living  trust for which the
        trustee is also the sole beneficiary.  The death or disability must have
        occurred after the account was established,  and for disability you must
        provide evidence of a determination of disability by the Social Security
        Administration.
|_|     Distributions  from accounts for which the  broker-dealer  of record has
        entered into a special  agreement  with the  Distributor  allowing  this
        waiver.
|_|     Redemptions of Class B shares held by Retirement Plans whose records are
        maintained on a daily valuation basis by Merrill Lynch or an independent
        record keeper under a contract with Merrill Lynch.
|_|     Redemptions requested in writing by a Retirement Plan sponsor of Class C
        shares of an  Oppenheimer  fund in amounts of $1 million or more held by
        the Retirement  Plan for more than one year, if the redemption  proceeds
        are invested in Class A shares of one or more Oppenheimer funds.
|_|     Distributions  from Retirement 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 in an Oppenheimer fund.

     (2) To return excess contributions made to a participant's  account. (3) To
return  contributions  made  due to a  mistake  of  fact.  (4) To make  hardship
withdrawals, as defined in the plan.1 (5) To make distributions required under a
Qualified  Domestic  Relations  Order  or, in the case of an IRA,  a divorce  or
separation  agreement  described in Section 71(b) of the Internal  Revenue Code.
(6) To meet the minimum distribution  requirements of the Internal Revenue Code.
(7) To make  "substantially  equal  periodic  payments"  as described in Section
72(t)  of  the  Internal   Revenue  Code.  (8)  For  loans  to  participants  or
beneficiaries. (9) On account of the participant's separation from service. (10)
Participant-directed redemptions to purchase shares of a mutual fund (other than
a fund  managed by the Manager or a  subsidiary  of the  Manager)  offered as an
investment option in a Retirement Plan if the plan has made special arrangements
with the Distributor.  (11)  Distributions made on account of a plan termination
or  "in-service"  distributions,"  if the  redemption  proceeds  are rolled over
directly  to  an   OppenheimerFunds-sponsored   IRA.  (12)   Distributions  from
Retirement  Plans  having  500  or  more  eligible   employees,   but  excluding
distributions made because of the Plan's elimination as investment options under
the  Plan of all of the  Oppenheimer  funds  that  had  been  offered.  (13) For
distributions  from a participant's  account under an Automatic  Withdrawal Plan
after the participant  reaches age 59 1/2, as long as the aggregate value of the
distributions does not exceed 10% of the account's value annually (measured from
the establishment of the Automatic Withdrawal Plan).


- --------------------
1 This provision does not apply to IRAs.
2 This provision does not apply to loans from 403(b)(7)  custodial plans. 
3 This provision does not apply to 403(b)(7) custodial plans if the participant 
is less than age 55, nor to IRAs.




May 18, 1999                                                     PS0280.018



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