OPPENHEIMER GROWTH FUND
Supplement dated November 1, 1994 to the
Prospectus dated October 21, 1994
The Prospectus is amended as follows:
1. The Fund's supplement dated October 25, 1994 and the additional
commission arrangement it describes are superceded by this supplement.
2. The following text is added below the Class A sales charge table
in "Class A Shares" on page 15 of the Prospectus:
In addition to paying dealers the regular commission for
sales of Class A shares stated in the sales charge table in
"Class A Shares," and the commission for sales of Class B shares
described in the third paragraph in "Distribution and Service
Plan for Class B Shares" on page 18, below, the Distributor will
pay the following additional commission:
A. For shares of the Fund sold in "previous qualifying
transactions" from October 1, 1994, through October 31, 1994,
the Distributor will pay: (1) 1.00% of the offering price of
Class A shares and (2) .50% of the offering price of Class B
shares sold by a registered representative of a participating
broker or dealer or a sales representative of a participating
financial institution that has a sales agreement with the
Distributor. "Previous qualifying transactions" are sales by
a registered representative or sales representative in the
amount of $100,000 or more (calculated at offering price) of
Class A and/or Class B shares (if available) of any one or more
of the following OppenheimerFunds: the Fund, Oppenheimer Global
Fund, Oppenheimer Global Growth & Income Fund, and Oppenheimer
Strategic Income Fund. "Previous qualifying transactions" do
not include sales of Class A shares (a) at net asset value
without sales charge, (b) subject to a contingent deferred sales
charge, or (c) intended but not yet transacted under a Letter
of Intent.
B. For shares of the Fund sold in "current qualifying
transactions" from November 1, 1994, through December 31, 1994,
the Distributor will pay: (1) 1.00% of the offering price of
Class A shares and (2) .50% of the offering price of Class B
shares sold by a registered representative of a participating
broker or dealer or a sales representative of a participating
financial institution that has a sales agreement with the
Distributor. "Current qualifying transactions" are sales by a
registered representative or sales representative in the amount
of $100,000 or more (calculated at offering price) of Class A
and/or Class B shares (if available) of any one or more of the
following OppenheimerFunds: the Fund, Oppenheimer Global Fund,
Oppenheimer Global Growth & Income Fund, Oppenheimer Champion
High Yield Fund, Oppenheimer Limited-Term Government Fund,
Oppenheimer Main Street Income & Growth Fund and Oppenheimer
Strategic Income Fund. The $100,000 requirement in this and in
the preceding paragraph is satisfied if the aggregate of
"previous qualifying transactions" and "current qualifying
transactions" equals or exceeds $100,000. "Current qualifying
transactions" do not include sales of Class A shares (a) at net
asset value without sales charge, unless the sale is made
pursuant to the sales charge waiver arrangement described below
in section 3 of this supplement, (b) subject to a contingent
deferred sales charge (although such sales are included for
purposes of satisfying the $100,000 requirement), or (c)
intended but not yet transacted under a Letter of Intent. If
shares that were sold in a "current qualifying transaction" are
redeemed less than eighteen months after the date such shares
were purchased, the Distributor is entitled to recover from the
dealer or broker on demand the additional commission described
in this paragraph that was paid on such shares.
3. The following text is added after the first sentence of the
second paragraph under the subcaption "Waivers of Class A Sales Charges"
on page 16:
In addition, no initial or deferred sales charge will be imposed
on Class A shares of the Fund paid for with the redemption
proceeds of shares of a mutual fund other than a money market
fund or a fund managed by the Manager or its affiliates. This
sales charge waiver must be requested when you buy your shares,
and the Distributor may require evidence of qualification for
this waiver.
November 1, 1994
