OPPENHEIMER DISCOVERY FUND
SUPPLEMENT DATED DECEMBER 12, 1997 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 15, 1997
The Statement of Additional Information is amended as follows:
1. This supplement replaces the Fund's Statement of Additional Information
supplement dated September 2, 1997.
2. The following is added as a fifth biographical paragraph in the section "How
the Fund is Managed - Trustees and Officers of the Fund" on page 17:
ALAN GILSTON, Vice President and Portfolio Manager Vice President of the
Manager; formerly a Vice President and portfolio manager at Schroder
Capital Management International, Inc.
3. The following paragraph, titled "Deferred Compensation Plan," is added
directly after the Trustee Compensation Table on page 19:
DEFERRED COMPENSATION PLAN. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested trustees that enables them to elect to
defer receipt of all or a portion of the annual fees they are entitled to
receive from the Fund. Under the plan, the compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested in shares of one or more Oppenheimer funds selected by the
Trustee. The amount paid to the Trustees under the plan will be determined
based upon the performance of the selected funds. Deferral of Trustees'
fees under the plan will not materially affect the Fund's assets,
liabilities and net income per share. The plan will not obligate the Fund
to retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to an Order issued by the Securities
and Exchange Commission, the Fund may invest in the funds selected by the
Trustee under the plan without shareholder approval for the limited purpose
of determining the value of the Trustee's deferred fee account.
December 12, 1997 PX0500.005
