OPPENHEIMER LIMITED TERM GOVERNMENT FUND
497, 1994-08-05
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                OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

                     Supplement Dated August 4, 1994
       to the Prospectus dated May 1, 1994, revised August 4, 1994


The Prospectus is amended by adding the following paragraph as a new
second paragraph to the section of the Prospectus captioned "How To Buy
Shares - Special Arrangements With Dealers":

     Instead of paying dealers the regular commission for sales of
     Class A shares stated in the table above in "Class A Shares",
     the Distributor will pay dealers the entire commission shown in
     that table to participating dealers on "qualifying transactions"
     from May 1, 1994 through August 31, 1994.  In addition to paying
     dealers the regular commission for sales of Class B shares
     described in the third paragraph of "Distribution and Service
     Plan for Class B Shares" below, the Distributor will pay
     participating dealers an amount equal to .50% of the offering
     price of shares of the Fund sold in "qualifying transactions"
     from May 1, 1994 through August 31, 1994.  "Qualifying
     transactions" are sales of Class A and/or Class B shares by a
     registered representative of a participating dealer, but do not
     include sales of Class A shares (i) at net asset value without
     sales charge, (ii) subject to a contingent deferred sales
     charge, or (iii) intended under a Letter of Intent.





August 4, 1994
<PAGE>


OPPENHEIMER LIMITED-TERM GOVERNMENT FUND

Supplement Dated August 4, 1994
to the Statement of Additional Information 
dated May 1, 1994

     The Statement of Additional Information is revised as follows:

     1.   The fourth paragraph on page 2 is replaced with the following:

          Under normal circumstances, the Fund anticipates that it will
          maintain a dollar-weighted average portfolio effective duration
          of not more than three years.  Subject to that limitation, the
          Fund may invest in individual debt obligations of any maturity
          or duration.  The Manager will in good faith determine the
          effective duration of debt obligations purchased by the Fund and
          will consider various factors applicable to each type of debt
          obligation, including those set forth below.  Duration
          incorporates a bond's yield, coupon interest payments, final
          maturity and call features into one measure.  For generic fixed-
          income securities, duration is calculated as the average time
          of present-value-weighted cash flows divided by a small
          adjustment factor, pursuant to a calculation known as modified
          Macaulay duration.  Thus, for any generic fixed-income security
          with interest payments occurring prior to the payment of
          principal, duration is also less than maturity.  Also, all other
          factors being equal, the lower the stated or coupon rate of
          interest of a fixed-income security, the longer the duration of
          the security; conversely, the higher the stated or coupon rate
          of interest of a fixed-income security, the shorter the duration
          of the security.

          Futures, options and options on futures have durations which,
          in general, are closely related to the duration of the
          securities which underlie them.  Holding long futures or call
          option positions (backed by segregated liquid assets) will
          lengthen the portfolio's duration.  There are some situations,
          however, where the standard modified Macaulay duration
          calculation does not properly reflect the interest rate exposure
          of a security.  For example, the interest rate exposure is not
          properly captured by modified Macaulay duration in the case of
          mortgage pass-though securities.  The stated final maturity of
          such securities is generally 30 years, but changes in prepayment
          rates are more critical in determining the securities' price
          exposure to interest rates.  Indeed, the modified Macaulay
          calculation even falls short in calculating the price
          sensitivity of callable bonds to interest rates.  In these and 
          other similar situations, the Manager will use more
          sophisticated analytical techniques that incorporate the
          economic life of a security as well as relevant macroeconomic
          factors (e.g., mortgage prepayment rates) into the determination
          of the Fund's effective duration.

     2.   The final sentence beginning on page 35 is revised to read as
follows:

          However, when Class A shares acquired by exchange of Class A
          shares purchased subject to a Class A CDSC are redeemed within
          18 months of the end of the calendar month of the initial
          purchase of the exchanged Class A shares, the Class A CDSC is
          imposed on the redeemed shares (see "Class A Contingent Deferred
          Sales Charge" in the Prospectus), and the Class B CDSC is
          imposed on Class B shares redeemed within five years of the
          initial purchase of the exchanged Class B shares.




August 4, 1994


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