OPPENHEIMER DISCOVERY FUND
497, 1994-09-16
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                       OPPENHEIMER DISCOVERY FUND
               Supplement dated September 19, 1994 to the
                     Prospectus dated April 1, 1994


     The Prospectus is amended as follows:

1.   The fourth paragraph under the caption "Management of the Fund" on
     page 10 is deleted in its entirety and replaced with the following:

          Jay W. Tracey III is the Portfolio Manager of the
          Fund, and became the Portfolio Manager and the person
          principally responsible for the day-to-day management
          of the Fund's portfolio on September 19, 1994.  He is
          also a Vice President of the Manager.  From February
          1994 through September 1994, Mr. Tracey was a
          Managing Director of Buckingham Capital Management,
          prior to which he was Portfolio Manager of the Fund
          and Oppenheimer Time Fund and a Vice President of the
          Manager.  Prior to that, he was a Senior Vice
          President of Founders Asset Management, Inc. (a
          mutual fund adviser), prior to which he was a
          securities analyst and portfolio manager for Berger
          Associates, Inc. (investment adviser).  For more
          information about the Fund's other Officers and
          Trustees, see "Trustees and Officers" in the
          Statement of Additional Information.


September 19, 1994                                     PS500     

<PAGE>

                       OPPENHEIMER DISCOVERY FUND
               Supplement dated September 19, 1994 to the 
         Statement of Additional Information dated April 1, 1994


1.  The following is added on page 16 under the heading "Trustees and
Officers":

     JAY W. TRACEY III,  Portfolio Manager
     Vice President of the Manager; portfolio manager of other
     OppenheimerFunds; from February 1994 through September 1994, he was
     a Managing Director of Buckingham Capital Management, prior to which
     he was Portfolio Manager and Vice President of the Fund and other
     OppenheimerFunds and a Vice President of the Manager.  Before that,
     he was Senior Vice President of Founders Asset Management, Inc. (a
     mutual fund adviser), prior to which he was a securities analyst and
     portfolio manager for Berger Associates, Inc. (investment adviser).

2.  The biography of Mr. LaRocco on page 16 under the heading "Trustees
and Officers" is replaced by the following:

     PAUL LAROCCO, Associate Portfolio Manager
     Assistant Vice President of the Manager; an Associate Portfolio
     Manager of Oppenheimer Time Fund and Portfolio Manager of Oppenheimer
     Variable Account Funds-Capital Appreciation Fund; formerly Acting
     Portfolio Manager of the Fund; previously a Securities Analyst with
     Columbus Circle Investors, prior to which he was an Investment
     Analyst for Chicago Title & Trust Co.


September 19, 1994                                  SAI500



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