OPPENHEIMER TIME FUND
Supplement dated May 1, 1994
to the Prospectus dated October 1, 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, if
the proposal is approved by shareholders at the meeting to be held June
20, 1994.
The Fund currently has a Service Plan under Rule 12b-1 of the
Investment Company Act of 1940, described in "Service Plan" on page 14 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 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 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 the Fund. If approved, this change could have the effect of increasing
the expenses borne by the Fund under the Fund's Service Plan, but that
increase would not exceed 0.25% of the average annual net asset value of
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 PS380
