OPPENHEIMER GROWTH FUND
Supplement dated May 15, 1995 to the
Prospectus dated October 21, 1994
The Prospectus is amended by adding the following text to the
paragraph immediately below the 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 of this Prospectus, the
Distributor will pay additional commission to participating
brokers, dealers or financial institutions that have a sales
agreement with the Distributor (these are referred to as
"participating firms") for shares of the Fund sold in
"qualifying transactions" from May 15, 1995, through August 18,
1995 under the following conditions. The Distributor will pay
(1) 0.75% of the offering price of Class A shares sold by a
registered representative or sales representative of a
participating firm, and (2) .50% of the offering price of Class
B shares sold by a registered representative or sales
representative of a participating firm.
"Qualifying transactions" are sales by a registered
representative or sales representative in the amount of $150,000
or more (calculated at offering price) of Class A and/or Class
B shares (if offered) of any one or more of the following
OppenheimerFunds: the Fund, Oppenheimer Global Fund,
Oppenheimer Total Return Fund, Inc., Oppenheimer Champion High
Yield Fund, Oppenheimer Main Street Income & Growth Fund,
Oppenheimer Limited-Term Government Fund and Oppenheimer
Strategic Income Fund. "Qualifying transactions" do not include
sales of Class A shares (a) at net asset value without sales
charge, or (b) subject to a contingent deferred sales charge,
or (c) intended but not yet transacted under a Letter of Intent.
However, if Class A shares of the Fund or any of the other
OppenheimerFunds listed above are purchased at net asset value
without sales charge from May 15, 1995, through August 18, 1995,
with the proceeds of shares redeemed within the prior 12 months
from another mutual fund (other than a fund managed by the
Manager or one of its affiliates) on which an initial sales
charge or contingent deferred sales charge was paid, the amount
of that purchase will count toward the $150,000 qualifying
amount described above (but not for the payment of additional
commission).
May 15, 1995
