OPPENHEIMER CAPITAL APPRECIATION FUND
Supplement dated September 25, 1998 to the
Statement of Additional Information dated November 1, 1997
The supplement dated May 15, 1998 to the Statement of Additional Information is
replaced by this supplement.
1. The following is added after the paragraph captioned "Risks of Foreign
Securities" on page 13:
Risks of Conversion to Euro. On January 1, 1999, eleven countries in the
European Monetary Union will adopt the euro as their official currency.
However, their current currencies (for example, the franc, the mark, and
the lire) will also continue in use until January 1, 2002. After that
date, it is expected that only the euro will be used in those countries.
A common currency is expected to confer some benefits in those markets,
by consolidating the government debt market for those countries and
reducing some currency risks and costs. But the conversion to the new
currency will affect the Fund operationally and also has potential risks,
some of which are listed below. Among other things, the conversion will
affect: o issuers in which the Fund invests, because of changes in the
competitive environment from a consolidated currency market and greater
operational costs from converting to the new currency. This might depress
stock values. o vendors the Fund depends on to carry out its business,
such as its Custodian (which holds the foreign securities the Fund buys),
the Manager (which must price the Fund's investments to deal with the
conversion to the euro) and brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in
settlements and additional costs to the Fund. o exchange contracts and
derivatives that are outstanding during the transition to the euro. The
lack of currency rate calculations between the affected currencies and the
need to update the Fund's contracts could pose extra costs to the Fund.
The Manager is upgrading (at its expense) its computer and bookkeeping systems
to deal with the conversion. The Fund's Custodian has advised the Manager of its
plans to deal with the conversion, including how it will update its record
keeping systems and handle the redenomination of outstanding foreign debt. The
Fund's portfolio manager will also monitor the effects of the conversion on the
issuers in which the Fund invests. The possible effect of these factors on the
Fund's investments cannot be determined with certainty at this time, but they
may reduce the value of some of the Fund's holdings and increase its operational
costs.
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2. The following is added to the third paragraph in the section titled "How to
Exchange Shares" on page 43:
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 30 days
prior to that purchase may subsequently be exchanged for shares of other
Oppenheimer funds 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.
3. The fifth paragraph in the section entitled AHow To Exchange Shares@ on page
43 is revised to read as follows:
No contingent deferred sales charge is imposed on exchanges of shares of
any class purchased subject to a contingent deferred sales charge.
However, if you redeem Class A shares of the Fund that were acquired by
exchange of Class A shares of other Oppenheimer funds purchased subject to
a Class A contingent deferred sales charge within 18 months of the end of
the calendar month of the purchase of the exchanged Class A shares, the
Class A contingent deferred sales charge is imposed on the redeemed shares
(see "Class A Contingent Deferred Sales Charge" in the Prospectus). (A
different holding period may apply to shares purchased prior to June 1,
1998). The Class B contingent deferred sales charge is imposed on Class B
shares acquired by exchange if they are redeemed within six years of the
initial purchase of the exchanged Class B shares. The Class C contingent
deferred sales charge is imposed on Class C shares acquired by exchange if
they are redeemed within 12 months of the initial purchase of the
exchanged Class C shares.
September 25, 1998 px0320.005
