OPPENHEIMER FUND
Supplement dated May 1, 1994
to the Prospectus dated October 25, 1993
On or about May 6, 1994, a proxy statement will be mailed to
shareholders of record of the Fund as of April 22, 1994. The proxy
statement includes a proposal that will amend the Fund's Service Plan for
Class A shares, if the proposal is approved by shareholders at the meeting
to be held June 20, 1994.
The Fund currently has a Service Plan for Class A shares under Rule
12b-1 of the Investment Company Act of 1940, described in "Class A Service
Plan" on page 13 of the Prospectus. Under that Plan, the Fund reimburses
the Fund's Distributor for a portion of its costs in connection with
personal service and maintenance of accounts that hold Class A Shares of
the Fund sold on or after April 1, 1991.
Under the Proposal to be submitted to shareholders for approval, the
plan would be amended to apply to all Class A shares of the Fund,
regardless of the date on which the shares were purchased. If the
Proposal is approved, the Fund would make quarterly payments to the
Distributor for those services at a rate not to exceed 0.25% of the
average annual net assets of Class A shares of the Fund. If approved,
this change could have the effect of increasing the expenses borne by
Class A shares under the Fund's Service Plan for Class A shares, but that
increase would not exceed 0.25% of the average annual net asset value of
Class A shares acquired before April 1, 1991.
Additional information is in the proxy statement, a copy of which may
be obtained by contacting the Distributor.
May 1, 1994 PS400
