OPPENHEIMER TIME FUND INC
497, 1994-12-30
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OPPENHEIMER TIME FUND
Supplement dated January 3, 1995 to
the Prospectus dated October 21, 1994

The Prospectus is hereby amended as follows:

1.    The second sentence of the paragraph captioned "At What Price are
      Shares Sold?" on page 13 is revised to read as follows:  "In most
      cases, to enable you to receive that day's offering price, the
      Distributor must receive your order by the time of day the New York
      Stock Exchange closes, which is normally 4:00 P.M., New York time,
      but may be earlier on some days (all references to time in this
      Prospectus mean "New York Time".  The fourth sentence of that
      paragraph is revised to read as follows: "If you buy shares through
      a dealer, the dealer must receive your order by the close of the New
      York Stock Exchange on a regular business day and transmit it to the
      Distributor so that it is received before the Distributor's close of
      business that day, which is normally 5:00 P.M."  

2.    The section entitled "Selling Shares by Telephone" on page 18 is
      amended by revising the second sentence to read as follows:

                  "To receive the redemption price on a regular business
                  day, your call must be received by the Transfer Agent by
                  the close of the New York Stock Exchange that day, which
                  is normally 4:00 P.M. but may be earlier on some days."

3.    The section entitled "How to Exchange Shares" is amended by revising
      the first sentence in the first "bulleted" paragraph following
      "Telephone Exchange Requests" on page 19 to read as follows:

                  "Shares are normally redeemed from one fund and purchased
                  from the other fund in the exchange transaction on the
                  same regular business day on which the Transfer Agent
                  receives an exchange request that is in proper form by the
                  close of The New York Stock Exchange that day, which is
                  normally 4:00 P.M. but may be earlier on some days."


4.    The first sentence of the paragraph captioned "Net Asset Value Per
      Share" on page 19 is revised to read as follows:

                 "Net asset value per share is determined as of the close
            of The New York Stock Exchange  on each regular business day by
            dividing the value of the Fund's net assets by the number of
            shares that are outstanding."


January 3, 1995PS
<PAGE>
OPPENHEIMER TIME FUND
Supplement Dated January 3, 1995
To the Statement of Additional Information Dated October 21, 1994


The Statement of Additional Information is amended as follows:

1.    The first sentence of the section entitled "Determination of Net
      Asset Values Per Share" under "How to Buy Shares" on page 24 is
      amended to read as follows, and a new second sentence is added to
      that section as follows: 

            "The net asset value per share of the Fund is determined as of
            the close of business of The New York Stock Exchange (the
            "NYSE") on each day that the Exchange is open by dividing the
            Fund's net assets by the number of shares that are outstanding. 
            The NYSE normally closes at 4:00 P.M. New York time, but may
            close earlier on some days (for example, in case of weather
            emergencies or on days falling before a holiday)."

2.    The third sentence of the paragraph captioned "AccountLink" on page
      25 is revised to read as follows:

            "Dividends will begin to accrue on such shares on the day the
            Fund receives Federal Funds for such purchase through the ACH
            system before the close of The New York Stock Exchange that day,
            which is normally three days after the ACH transfer is
            initiated."

3.    The second sentence of the section entitled "Special Arrangements for
      Repurchase of Shares from Dealers and Brokers" on page 31 is amended
      to read as follows:

            "The repurchase price per share will be the net asset value next
            computed after the Distributor receives the order placed by the
            dealer or broker, except that if the Distributor receives a
            repurchase order from a dealer or broker after the close of The
            New York Stock Exchange on a regular business day, it will be
            processed at that day's net asset value if the order was
            received by the dealer or broker from its customer prior to the
            time the Exchange closes (normally, that is 4:00 P.M., but may
            be earlier on some days) and the order was transmitted to and
            received by the Distributor prior to its close of business that
            day (normally 5:00 P.M.).






January 3, 1995



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