OPPENHEIMER DISCOVERY FUND
497, 1994-06-28
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                       OPPENHEIMER DISCOVERY FUND
                  Supplement dated June 27, 1994 to the
                     Prospectus dated April 1, 1994


     The Prospectus is amended as follows:

1.   The supplement dated April 1, 1994 to the Prospectus is hereby
     rescinded.  

2.   The following text is added directly below the Class A sales charge
     table in "Class A Shares" on page 12 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 "Class B Distribution and Service Plan" on
     page 17 below, the Distributor will pay the following additional
     commission for shares of the Fund sold in "qualifying transactions"
     from June 27, 1994, through August 31, 1994: (1) .75% 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 by a sales representative of a participating
     financial institution that has a sales agreement with the
     Distributor.  "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 Champion High Yield Fund, Oppenheimer High
     Yield Fund, Oppenheimer Global Fund, Oppenheimer Strategic Income
     Fund, Oppenheimer Main Street Income & Growth Fund, Oppenheimer Total
     Return Fund, Inc. and Oppenheimer Limited-Term Government Fund. 
     "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 under a Letter of Intent.



27, 1994  



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