OPPENHEIMER U.S. GOVERNMENT TRUST
Supplement dated July 15, 1997 to the
Prospectus dated November 1, 1996
The Prospectus is changed as follows:
1. The Supplement dated May 1, 1997 to the Prospectus is replaced
by this supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is replaced with the following:
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") 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.
3. The fourth sentence in the sub-section captioned "Who Manages
the Fund " in "A Brief Overview of the Fund " on page 6 is revised
to read as follows:
Effective July 15, 1997, the Fund s portfolio manager, who is
primarily responsible for the selection of the Fund s
securities, is Jerry A. Webman.
4. The sub-section captioned Portfolio Manager in How the Fund
is Managed-The Manager and Its Affiliates on page 18 is revised as
follows:
Effective July 15, 1997, the Fund s portfolio manager is Jerry
A. Webman. Mr. Webman is a Senior Vice President of the
Manager and Vice President of the Fund and is the individual
principally responsible for the day-to-day management of the
Fund s portfolio. Mr. Webman also serves as an officer and
portfolio manager of other Oppenheimer funds. Previously he
was an officer and analyst with Prudential Mutual Fund -
Investment Management, Inc.
5. The first and second sentences in the sub-section captioned
"Class A Shares" in "How to Buy Shares-Classes of Shares" on page
24 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"). If you purchase Class A shares as
part of an
[continued]
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.
6. The following sentence is added to the end of the sub-section
captioned "How Does It Affect Payments To My Broker?" in "How to
Buy Shares-Which Class of Shares Should You Choose?" on page 26:
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.
7. The first, second and third paragraphs in the sub-section
captioned "Class A Contingent Deferred Sales Charge" in "How to Buy
Shares-Buying Class A Shares" on pages 28 and 29 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; or
Purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
The Distributor pays dealers of record a commission 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.
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. The second sentence in the sub-section captioned "Special
Arrangements with Dealers" in "How to Buy Shares-Buying Class A
Shares" on page 29 is deleted.
9. The third sentence of the second paragraph of "Right of
Accumulation" in "How to Buy Shares-Reduced Sales Charges for Class
A Share Purchases " on page 29 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 "Waivers of Initial and
Contingent Deferred Sales Charges for Certain Purchasers" in
"Waivers of Class A Sales Charges" on page 30 is deleted and
replaced with 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);
11. The section captioned "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions " in "Waivers of
Class A Sales Charges -" on page 31 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 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);
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);
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
[continued]
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;
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
for distributions from 401(k) plans sponsored by broker-
dealers that have entered into a special agreement with the
Distributor allowing this waiver.
11. The following sentence is added to the end of the fourth
paragraph in the sub-section captioned "Distribution and Service
Plans for Class B and Class C Shares" on page 35:
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.
12. The following is added as a new penultimate sentence to the
fifth paragraph in the sub-section captioned "Distribution and
Service Plans for Class B and Class C shares" on page 35:
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.
13. 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 36 is replaced with the following and a
new sub-section (6) is added as follows:
distributions from OppenheimerFunds prototype 401(k) plans
and from certain Massachusetts Mutual Life Insurance Company
prototype 401(k) plans . . . (6) for loans to participants or
beneficiaries.
14. The following sub-paragraph is added at the end of "Waivers
for Shares Sold or Issued in Certain Transactions" in "Waivers of
Class B and Class C Sales Charges" on page 36:
Distributions from 401(k) plans sponsored by broker-
dealers that have entered into a special agreement with the
Distributor allowing this waiver.
15. The section captioned "Special Investor Services" is revised
by adding the following after the sub-section captioned "PhoneLink"
on page 37:
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to the
Transfer Agent by fax (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.
July 15, 1997 PSP220.010
<PAGE>
Oppenheimer U.S. Government Trust
Supplement dated July 15, 1997 to the
Statement of Additional Information Dated November 1, 1996
The Statement of Additional Information is amended as follows:
1. The third biographical paragraph in the section How the Fund
is Managed on page 16 for David Rosenberg is replaced with the
following:
Jerry A. Webman, Vice President and Portfolio Manager; Age 46
Senior Vice President of the Manager, an officer of other
Oppenheimer funds; previously an officer and analyst with
Prudential Mutual Fund - Investment Management, Inc.
July 15, 1997 SAI0220.005
