OPPENHEIMER GOLD & SPECIAL MINERALS FUND
497, 1999-05-25
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                   OPPENHEIMER GOLD & SPECIAL MINERALS FUND
                      Supplement dated May 24, 1999 to the
                        Prospectus dated October 28, 1998

The Prospectus is changed as follows:

1. The following is added after the second sentence of the second paragraph
under the section titled "Class A Contingent Deferred Sales Charge" on page 29:
"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."

2. The following is added after the tenth sub-paragraph under the caption
"Waivers of Class A Sales Charges - Waivers of Initial and Contingent Deferred
Sales Charges for Certain Purchases" on page 31:

     o 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.

     o 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.

3. The fourth sub-paragraph under the caption "Waivers of Class A Sales Charges
- - Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions" on page 32 is revised to read as follows:

     o 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.

4.      The first sub-paragraph under the caption "Waivers of Class A Sales
Charges - Waivers of the Class A Contingent Deferred Sales Charges in Certain
Redemptions" on page 32 is revised to read as follows:

     o 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.

5.      The section captioned "Waivers for Redemptions of Shares in Certain
Cases" on page 36 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:
     o Shares redeemed involuntarily, as described in "Shareholder Account Rules
     and Policies," in the Prospectus.
     o 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.
     o  Distributions  from accounts for which the  broker-dealer  of record has
     entered into a special agreement with the Distributor allowing this waiver.
     o 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.
     o 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.
     o 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.2
          (9) On account of the participant's separation from service.3
          (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 24, 1999                                                  PS0410.011



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