OPPENHEIMER INTEGRITY FUNDS
497, 1995-07-26
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                          OPPENHEIMER BOND FUND
                  Supplement dated July 14, 1995 to the
                     Prospectus dated July 10, 1995

The following changes are made to the Prospectus:

1.  Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 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.

2.  The following is inserted in the first paragraph under "Investment
Policies and Strategies" on page 10 after the sentence that reads,  "The
Fund may invest up to 35% of its total assets in debt securities rated
less than investment grade or, if unrated, judged by the Manager to be of
comparable quality to such lower-rated securities (collectively, "lower-
grade securities").  

    Lower-grade securities include securities rated BB,B, CCC, CC, C
    and D by Standard & Poor's or Ba, B, Caa, Ca and C by Moody's. 
    Bonds rated BB, B CCC and CC by Standard & Poor's are regarded, on
    balance, as predominantly speculative with respect to the issuer's
    capacity to pay interest and repay principal in accordance with the
    terms of the obligation.  Bonds on which no interest is paid are
    rated C by Standard & Poor's.  Bonds rated D by Standard & Poor's
    are in default and payment of interest and/or repayment of
    principal is in arrears.  Bonds rated Ba or B by Moody's are judged
    to have speculative elements; their future is not well-assured. 
    Bonds rated Caa by Moody's are of poor standing and may be in
    default;  bonds rated Ca are speculative in a high degree and are
    often in default;  bonds rated C are regarded as having extremely
    poor prospects of attaining any real investment standing.  

3.  The following is added after the paragraph titled "Zero Coupon
Securities" on page 13:

    -- Other Debt Securities. The Fund may invest in preferred stocks. 
    Preferred stock, unlike common stock, generally offers a stated
    dividend rate payable from the corporations's earnings.  Such
    preferred stock dividends may be cumulative or non-cumulative,
    fixed, participating, or auction rate.  If interest rates rise, a
    fixed dividend on preferred stocks may be less attractive, causing
    the price of preferred stocks to decline.  The rights to payment
    of preferred stocks are generally subordinate to rights associated
    with a corporation's debt securities.   The Fund may also invest
    in municipal securities, which are debt obligations issued by
    states, territories and possessions of the United States and the
    District of Columbia and their political subdivisions, agencies and
    instrumentalities or multi-state agencies or authorities, the
    interest from which is, in the opinion of bond counsel to the
    issuer, exempt from Federal income tax.  Interest from certain
    municipal securities may be subject to Federal alternative minimum
    tax.  

4.  In "How to Buy Shares," the section entitled "Class A Shares" on page
25 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 25 is changed by adding a new final sentence
to the third 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.  In "How to Buy Shares," the first and second paragraphs of the section
"Class A Contingent Deferred Sales Charge" on page 29 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.

7.  In "Reduced Sales Charges for Class A Purchases" on page 30, 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 two sentences of the second paragraph of that section are
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.

8.  The first sentence of the section entitled "Letter of Intent" on page
30 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.

9.  In the section entitled "Waivers of Class A Sales Charges" on page 31,
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.

10.    The first paragraph of the section entitled "Waivers of Class B
Sales Charge" on page 33 is amended by  replacing the introductory phrase
of that paragraph with the sentences below and replacing item (5) 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 (1) for hardship withdrawals; (2) under a Qualified Domestic
    Relations Order, as defined in the Internal Revenue Code; (3) to
    meet minimum distribution requirements as defined in the Internal
    Revenue Code; (4) to make "substantially equal periodic payments"
    as described in Section 72(t) of the Internal Revenue Code; or (5)
    for separation from service.

11.    The section titled "Waivers of Class C Sales Charge" on page 35 is
replaced with the following:

       The Class C contingent deferred sales charge will be waived if
    the shareholder requests it for any of the redemptions or
    circumstances described above under "Waivers of Class B Sales
    Charge."

12.    In the section entitled "Reinvestment Privilege" on page 37, the
first two 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. It does not apply to Class C
    shares.

13.    In the section entitled "Retirement Plans" on page 38, the final
item in the list of plans offered by the Distributor is replaced with the
following:

    - 401(k) prototype retirement plans for businesses







July 14, 1995                                         PS0285.002

<PAGE>

                          OPPENHEIMER BOND FUND
                  Supplement dated July 14, 1995 to the
         Statement of Additional Information dated July 10, 1995

The Statement of Additional Information is amended as follows:

1.  In the section entitled "Letters of Intent" on page 41, 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 Intent 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.

2.  In the section entitled "Letters of Intent" on page 41, 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.

3.  In the section entitled "Terms of Escrow that Apply to Letters of
Intent" on page 42, 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.

4.  In the section entitled "Distributions from Retirement Plans" on page
45, 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.

5.  In the section entitled "Special Arrangements for Repurchase of Shares
from Dealers and Brokers" on page 45, 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.

6.  In the section entitled "How To Exchange Shares" on page 47, 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.








July 14, 1995                                            PX0285.002


<PAGE>

                      OPPENHEIMER VALUE STOCK FUND
                  Supplement dated July 14, 1995 to the
                      Prospectus dated May 1, 1995

The following changes are made to the Prospectus:

1.   Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 4 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.

2.   In "How to Buy Shares," the section entitled "Class A Shares" on page
21 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.

3.   In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 21 is changed by adding a new final sentence
to the introductory 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.

4.   In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 24 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.

5.   In "Reduced Sales Charges for Class A Purchases" on page 25, 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 two sentences of the second paragraph of that section are
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.

6.   The first sentence of the section entitled "Letter of Intent" on page
26 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.

7.   In the section entitled "Waivers of Class A Sales Charges" on page
26, 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.

8.   The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 28 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 (1) for hardship withdrawals; (2) under a Qualified
     Domestic Relations Order, as defined in the Internal Revenue
     Code; (3) to meet minimum distribution requirements as defined
     in the Internal Revenue Code; (4) to make "substantially equal
     periodic payments" as described in Section 72(t) of the Internal
     Revenue Code; or (5) for separation from service.

9.   In the section entitled "Reinvestment Privilege" on page 31, the
first two 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. 

10.  In the section entitled "Retirement Plans" on page 31, the following
is added to the list of plans offered by the Distributor:

     - 401(k) prototype retirement plans for businesses












July 14, 1995                                             PS0325.001


<PAGE>

                      OPPENHEIMER VALUE STOCK FUND
                  Supplement dated July 14, 1995 to the
         Statement of Additional Information dated May 30, 1995

The Statement of Additional Information is amended as follows:

1.  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 Intent 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.

2.  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.

3.  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.

4.  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.

5.  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.

6.  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.








July 14, 1995                                         PX0325.002




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