OPPENHEIMER VALUE STOCK FUND
Supplement Dated January 1, 1997
To the Prospectus dated April 1, 1996
The Prospectus is changed as follows:
1. The Supplement dated October 18, 1996 to the Prospectus is
replaced by this supplement.
2. The phrase in parentheses in footnote 1 following the table in
the section "Shareholder Transaction Expenses" on page 3 is revised
to read as follows: "($500,000 or more for purchases by "Retirement
Plans," as defined in "Class A Contingent Deferred Sales Charge" on
page 26)."
3. Effective January 1, 1997, the fourth sentence of the section
"Who Manages the Fund" on page 6 is revised to read as follows:
"The Fund has a sub-adviser, David L. Babson & Co., Inc. (the "Sub-
Adviser"), which is responsible for choosing the Fund's
investments."
4. Effective January 1, 1997, the first sentence of the second
paragraph in the section "Investment Policies and Strategies" on
page 10 is revised to read as follows: "The Sub-Adviser will seek
to invest the Fund's assets in the securities of companies which,
in its opinion, are of high quality, offer above-average dividend
growth potential and are attractively valued in the marketplace."
5. Effective January 1, 1997, the section "The Manager and Its
Affiliates" on page 17 is revised to read as follows:
The Manager and Its Affiliates. Since March 28, 1991, the Fund
has been managed by the Manager, which handles its day-to-day
business. The Manager carries out its duties, subject to the
policies established by the Board of Trustees, under an
investment advisory agreement which states the Manager's
responsibilities. The agreement sets forth the fees paid by
the Fund to the Manager and describes the expenses that the
Fund is responsible to pay to conduct its business. David. L.
Babson & Co., Inc. (the Sub-Adviser"), acts as the Fund's sub-
adviser. The Sub-Adviser is responsible for choosing the
Fund's investments and its duties and responsibilities are set
forth in its contract with the Manager. The Manager, not the
Fund, pays the Sub-Adviser. The Sub-Adviser began managing
equity assets in 1968. It became a wholly-owned indirect
subsidiary of Massachusetts Mutual Life Insurance Company
("MassMutual") in June 1995. It advises other mutual funds
and institutional clients. On January 1, 1997, the Fund's
previous sub-advisor, Concert Capital Management, Inc. merged
into the Sub-Advisor which assumed its contract with the
Manager.
The Manager has operated as an investment adviser since 1959.
The Manager (including an affiliate) currently manages
investment companies, including other Oppenheimer funds, with
assets in excess of $60 billion as of September 30, 1996, held
in more than 3 million shareholder accounts. The Manager is
owned by Oppenheimer Acquisition Corp., a holding company that
is owned in part by senior officers of the Manager and
controlled by MassMutual.
6. The first and second sentences in the sub-section "Class A
Shares" in "How to Buy Shares-Classes of Shares" on page 22 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 26). 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 18 months of buying them, you
may pay a contingent deferred sales charge."
7. The first and second paragraphs in the section "Class A
Contingent Deferred Sales Charge" on page 26 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:
Purchases aggregating $1 million or more.
Purchases by a retirement plan qualified under sections
401(a) or 401(k) of the Internal Revenue Code, by a non-
qualified deferred 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.
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.
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. 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.
8. Effective January 1, 1997, the second sentence in the section
"Special Arrangements with Dealers" on page 27 is deleted.
9. The section "Waivers of Class A Sales Charges - Waivers of
Initial and Contingent Deferred Sales Charges for Certain
Purchasers" on page 28 is revised by adding the following
subparagraph:
(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
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).
10. The section "Waivers of Class A Sales Charges - Waivers of
the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 30 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:
to make Automatic Withdrawal Plan payments that are
limited annually to no more than 12% of the original account
value;
involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder
Account Rules and Policies," below);
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 in writing
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);
for distributions from a TRAC-2000 401(k) plan sponsored
by the Distributor due to the termination of the TRAC-2000
program.
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.
11. Effective January 1, 1997, the reference to the "Sub-Adviser"
on the back page of the prospectus is revised to read as follows:
David L. Babson & Co., Inc.
One Memorial Drive
Cambridge, MA 02142
12. Effective January 1, 1997, the fist sentence of the last
paragraph on the back page of the prospectus is revised to read as
follows: "No dealer, broker, salesperson or any other person has
been authorized to give any information or to make any
representations other than those contained in this Prospectus or
the Statement of Additional Information, and if given or made, such
information and representations must not be relied upon as having
been authorized by the Fund, OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc., David L. Babson & Co. Inc., or
any affiliate thereof."
January 1, 1997 PS0325.007
<PAGE>
OPPENHEIMER VALUE STOCK FUND
Supplement Dated January 1, 1997
To the Statement of Additional Information dated April 1, 1996
1. The Supplement dated October 18, 1996 to the Statement of
Additional Information is replaced by this supplement.
2. The section captioned "How To Buy Shares" on page 32 is revised
by adding the following to the end of that section:
Retirement Plans. In describing certain types of employee
benefit plans that may purchase Class A shares without being
subject to the Class A contingent deferred sales charge, the
term "employee benefit plan" means any plan or arrangement,
whether or not "qualified" under the Internal Revenue Code,
including, medical savings accounts, payroll deduction plans or
similar plans in which Class A shares are purchased by a
fiduciary or other person for the account of participants who
are employees of a single employer or of affiliated employers,
if the Fund account is registered in the name of the fiduciary
or other person for the benefit of participants in the plan.
The term "group retirement plan" means any qualified or non-
qualified retirement plan (including 457 plans, SEPs, SARSEPs,
403(b) plans, and SIMPLE plans) for employees of a corporation
or a sole proprietorship, members and employees of a
partnership or association or other organized group of persons
(the members of which may include other groups), if the group
has made special arrangements with the Distributor and all
members of the group participating in the plan purchase Class
A shares of the Fund through a single investment dealer, broker
or other financial institution designated by the group.
3. Effective January 1, 1997, the reference to the "Sub-Adviser"
on the back page of the prospectus is hereby revised to read as
follows:
David L. Babson & Co., Inc.
One Memorial Drive
Cambridge, MA 02142
January 1, 1997 PX0325.004
