OPPENHEIMER DISCOVERY FUND
497, 1995-07-25
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                                      OPPENHEIMER DISCOVERY FUND
                                 Supplement dated July 14, 1995 to the
                                   Prospectus dated January 17, 1995

The following changes are made to the Prospectus:

1.     The last line of the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 is amended by deleting the references to the $5.00
Exchange Fee and inserting "None" under the heading for Class A Shares,
Class B Shares and Class Y Shares.

2.     Footnote 1 under the "Shareholder Transaction Expenses" chart in
"Expenses" on page 3 is changed to read as follows:

       1. If you invest more than $1 million (more than $500,000 for
       purchases by OppenheimerFunds prototype 401(k) plans) in Class
       A shares, you may have to pay a sales charge of up to 1% if you
       sell your shares within 18 calendar months from the end of the
       calendar month in which you purchased those shares.  See "How
       to Buy Shares -- Class A Shares," below.

3.     Footnote 2 under the "Shareholder Transaction Expenses" chart on page
3 is deleted.

4.     In "How to Buy Shares," the section entitled "Class A Shares" under
"Classes of Shares" on page 15 is changed to read as follows:

       If you buy Class A shares, you may pay an initial sales charge
       on investments up to $1 million (up to $500,000 for purchases
       by OppenheimerFunds prototype 401(k) plans). If you purchase
       Class A shares as part of an investment of at least $1 million
       ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
       of one or more OppenheimerFunds, you will not pay an initial
       sales charge, but if you sell any of those shares within 18
       months of buying them, you may pay a contingent deferred sales
       charge. The amount of that sales charge will vary depending on
       the amount you invested. Sales charge rates are described in
       "Class A Shares" below.

5.     In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 16 is changed by adding a new final sentence
to the second paragraph of that section as follows:

       The discussion below of the factors to consider in purchasing
       a particular class of shares assumes that you will purchase only
       one class of shares and not a combination of shares of different
       classes.

6.     In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 18 is amended in its entirety
to read as follows:

       There is no initial sales charge on purchases of Class A shares
       of any one or more of the OppenheimerFunds in the following
       cases: 
              - purchases aggregating $1 million or more, or 
              - purchases by an OppenheimerFunds prototype 401(k)
              plan that: (1) buys shares costing $500,000 or more
              or (2) has, at the time of purchase, 100 or more
              eligible participants, or (3) certifies that it
              projects to have annual plan purchases of $200,000 or
              more.
              
              Shares of any of the OppenheimerFunds that offers only one
       class of shares that has no designation are considered "Class
       A shares" for this purpose. The Distributor pays dealers of
       record commissions on those purchases in an amount equal to the
       sum of 1.0% of the first $2.5 million, plus 0.50% of the next
       $2.5 million, plus 0.25% of purchases over $5 million. That
       commission will be paid only on the amount of those purchases
       in excess of $1 million ($500,000 for purchases by
       OppenheimerFunds 401(k) prototype plans) that were not
       previously subject to a front-end sales charge and dealer
       commission.

7.     In "Reduced Sales Charges for Class A Purchases" on page 19, the
first sentence of the section "Right of Accumulation" is changed to read
as follows:

       To qualify for the lower sales charge rates that apply to larger
       purchases of Class A shares, you and your spouse can add
       together Class A and Class B shares you purchase for your
       individual accounts, or jointly, or for trust or custodial
       accounts on behalf of your children who are minors.

The first two sentences of the second paragraph of that section are
revised to read as follows:

              Additionally, you can add together current purchases of
       Class A and Class B shares of the Fund and other
       OppenheimerFunds to reduce the sales charge rate that applies
       to current purchases of Class A shares. You can also count Class
       A and Class B shares of OppenheimerFunds you previously
       purchased subject to an initial or contingent deferred sales
       charge to reduce the sales charge rate for current purchases of
       Class A shares, provided that you still hold that investment in
       one of the OppenheimerFunds.

8.     The first sentence of the section entitled "Letter of Intent" on page
19 is revised to read as follows:

       Under a Letter of Intent, if you purchase Class A shares or
       Class A shares and Class B shares of the Fund and other
       OppenheimerFunds during a 13-month period, you can reduce the
       sales charge rate that applies to your purchases of Class A
       shares. The total amount of your intended purchases of both
       Class A and Class B shares will determine the reduced sales
       charge rate for the Class A shares purchased during that period.

9.     In the section entitled "Waivers of Class A Sales Charges" on pages
19 and 20, the following changes are made:

The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

       - Waivers of Class A Sales Charges. The Class A sales charges
       are not imposed in the circumstances described below. There is
       an explanation of this policy in "Reduced Sales Charges" in the
       Statement of Additional Information.

              Waivers of Initial and Contingent Deferred Sales Charges
       for Certain Purchasers. Class A shares purchased by the
       following investors are not subject to any Class A sales
       charges:

The introductory phrase preceding the list of sales charge waivers in the
second paragraph is replaced by the following and a new subsection (d) is
added to that same paragraph following subsection (c):
                                                                                
       
              Waivers of Initial and Contingent Deferred Sales Charges
       in Certain Transactions. Class A shares issued or purchased in
       the following transactions are not subject to Class A sales
       charges:
       . . .
              (d) shares purchased and paid for with the proceeds of
       shares redeemed in the prior 12 months from a mutual fund (other
       than a fund managed by the Manager or any of its subsidiaries)
       on which an initial sales charge or contingent deferred sales
       charge was paid (this waiver also applies to shares purchased
       by exchange of shares of Oppenheimer Money Market Fund, Inc.
       that were purchased and paid for in this manner); this waiver
       must be requested when the purchase order is placed for your
       shares of the Fund, and the Distributor may require evidence of
       your qualification for this waiver.

The third paragraph of that section is revised to read as follows:

              Waivers of the Class A Contingent Deferred Sales Charge.
       The Class A contingent deferred sales charge does not apply to
       purchases of Class A shares at net asset value without sales
       charge as described in the two sections above. It is also waived
       if shares that would otherwise be subject to the contingent
       deferred sales charge are redeemed in the following cases:
              - for retirement distributions or loans to participants or
       beneficiaries from qualified retirement plans, deferred
       compensation plans or other employee benefit plans, including
       OppenheimerFunds prototype 401(k) plans (these are all referred
       to as "Retirement Plans"); or
              - to return excess contributions made to Retirement Plans; or
              - to make Automatic Withdrawal Plan payments that are
       limited annually to no more than 12% of the original account
       value; or
              - involuntary redemptions of shares by operation of law or
       involuntary redemptions of small accounts (see "Shareholder
       Account Rules and Policies," below); or
              - if, at the time a purchase order is placed for Class A
       shares that would otherwise be subject to the Class A contingent
       deferred sales charge, the dealer agrees to accept the dealer's
       portion of the commission payable on the sale in installments
       of 1/18th of the commission per month (and no further commission
       will be payable if the shares are redeemed within 18 months of
       purchase); or
              - for distributions from OppenheimerFunds prototype 401(k)
       plans for any of the following cases or purposes: (1) following
       the death or disability (as defined in the Internal Revenue
       Code) of the participant or beneficiary (the death or disability
       must occur after the participant's account was established); (2)
       hardship withdrawals, as defined in the plan; (3) under a
       Qualified Domestic Relations Order, as defined in the Internal
       Revenue Code; (4) to meet the minimum distribution requirements
       of the Internal Revenue Code; (5) to establish "substantially
       equal periodic payments" as described in Section 72(t) of the
       Internal Revenue Code, or (6) separation from service.

10.    The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 21 is amended by replacing the introductory phrase of that
paragraph with the sentences below and adding a new section at the end of
that paragraph as follows:

       - Waivers of Class B Sales Charge. The Class B contingent
       deferred sales charge will not be applied to shares purchased
       in certain types of transactions nor will it apply to Class B
       shares redeemed in certain circumstances as described below. The
       reasons for this policy are in "Reduced Sales Charges" in the
       Statement of Additional Information.

              Waivers for Redemptions of Shares in Certain Cases. The
       Class B contingent deferred sales charge will be waived for
       redemptions of shares in the following cases:
              . . . .
              (5) for distributions from OppenheimerFunds prototype
       401(k) plans (a) for hardship withdrawals; (b) under a Qualified
       Domestic Relations Order, as defined in the Internal Revenue
       Code; (c) to meet minimum distribution requirements as defined
       in the Internal Revenue Code; (d) to make "substantially equal
       periodic payments" as described in Section 72(t) of the Internal
       Revenue Code; or (e) for separation from service.

11.    In the section entitled "Reinvestment Privilege" on page 23, the
first three sentences are revised to read as follows:

       If you redeem some or all of your Class A or B shares of the
       Fund, you have up to 6 months to reinvest all or part of the
       redemption proceeds in Class A shares of the Fund or other
       OppenheimerFunds without paying a sales charge. This privilege
       applies to Class A shares that your purchased subject to an
                                                                        
       initial sales charge and to Class A or B shares on which you paid a
       contingent deferred sales charge when you redeemed them.

12.    In the section entitled "Retirement Plans" on page 23, the following
is added to the list of plans offered by the Distributor:

       - 401(k) prototype retirement plans for businesses

13.    The first paragraph of the section entitled "How to Exchange Shares"
on page 24 is amended by deleting the second and third sentences.



July 14, 1995                                            PS0500.001

<PAGE>
                                      OPPENHEIMER DISCOVERY FUND
                                 Supplement dated July 14, 1995 to the
                      Statement of Additional Information dated January 17, 1995

The Statement of Additional Information is amended as follows:

1.     In the section entitled "Letters of Intent" on pages 32 and 33, the
first paragraph in that section is replaced by the following:

       -  Letters of Intent.  A Letter of Intent (referred to as a
       "Letter") is an investor's statement in writing to the
       Distributor of the intention to purchase Class A shares or Class
       A and Class B shares of the Fund (and other OppenheimerFunds
       during a 13-month period (the "Letter of Intent period"), which
       may, at the investor's request, include purchases made up to 90
       days prior to the date of the Letter.  The Letter states the
       investor's intention to make the aggregate amount of purchases
       of shares which, when added to the investor's holdings of shares
       of those funds, will equal or exceed the amount specified in the
       Letter.  Purchases made at net asset value without sales charge
       do not count toward satisfying the amount of the Letter.  A
       letter enables an investor to count the Class A and Class B
       shares purchased under the Letter to obtain the reduced sales
       charge rate on purchases of Class A shares of the Fund (and
       other OppenheimerFunds) that applies under the Right of
       Accumulation to current purchases of Class A shares.  Each
       purchase of Class A shares under the Letter will be made at the
       public offering price (including the sales charge) that applies
       to a single lump-sum purchase of shares in the amount intended
       to be purchased under the Letter.

2.     In the section entitled "Letters of Intent" on page 33, a new third
paragraph is added as follows:

       For purchases of shares of the Fund and other OppenheimerFunds
       by OppenheimerFunds prototype 401(k) plans under a Letter of
       Intent, the Transfer Agent will not hold shares in escrow.  If
       the intended purchase amount under the Letter entered into by
       an OppenheimerFunds prototype 401(k) plan is not purchased by
       the plan by the end of the Letter of Intent period, there will
       be no adjustment of commissions paid to the broker-dealer or
       financial institution of record for accounts held in the name
       of that plan.

3.     In the section entitled "Terms of Escrow for Letters of Intent" on
page 34, item 5 of that section is replaced by the following:

       5.  The shares eligible for purchase under the Letter (or the
       holding of which may be counted toward completion of a Letter)
       include (a) Class A shares sold with a front-end sales charge
       or subject to a Class A contingent deferred sales charge, (b)
       Class B shares acquired subject to a contingent deferred sales
       charge, and (c) Class A or B shares acquired by reinvestment of
       dividends and distributions or acquired in exchange for either
       (i) Class A shares of one of the other OppenheimerFunds that
       were acquired subject to a Class A initial or contingent
       deferred sales charge or (ii) Class B shares of one of the other
       OppenheimerFunds that were acquired subject to a contingent
       deferred sales charge.

4.     In the section entitled "Distributions from Retirement Plans" on page
36, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:

       Participants, other than self-employed persons maintaining a
       plan account in their own name) in OppenheimerFunds-sponsored
       prototype pension, profit-sharing or 401(k) plans may not
       directly redeem or exchange shares held for their account under
       those plans.

5.     In the section entitled "Special Arrangements for Repurchase of
Shares from Dealers and Brokers" on page 37, the last sentence of that
section is revised to read as follows:

       Ordinarily, for accounts redeemed by a broker-dealer under this
       procedure, payment will be made within three business days after
       the shares have been redeemed upon the Distributor's receipt of
       the required redemption documents in proper form, with the
       signature(s) of the registered owners guaranteed on the
       redemption document as described in the Prospectus.

6.     In the section entitled "How to Exchange Shares" on page 40, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

       However, shares of Oppenheimer Money Market Fund, Inc. purchased
       with the redemption proceeds of shares of other mutual funds
       (other than funds managed by the Manager or its subsidiaries)
       redeemed within the 12 months prior to that purchase may
       subsequently be exchanged for shares of other OppenheimerFunds
       without being subject to an initial or contingent deferred sales
       charge, whichever is applicable.  To qualify for that privilege,
       the investor or the investor's dealer must notify the
       Distributor of eligibility for this privilege at the time the
       shares of Oppenheimer Money Market Fund, Inc. are purchased,
       and, if requested, must supply proof of entitlement to this
       privilege.



July 14, 1995                                            PX0500.002



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