OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated July 15, 1997 to the
Prospectus dated January 8, 1997
The Prospectus is changed as follows:
1. The Supplement dated May 1, 1997 is replaced with this
Supplement.
2. The first footnote under the "Shareholder Transaction
Expenses" table on page 3 is revised to read as follows:
1. If you invest $1 million or more ($500,000 or more for
purchases by "Retirement Plans", as defined in "Class A
Contingent Deferred Sales Charge" on page 30) in Class A
shares, you may have to pay a sales charge of up to 1% if
you sell your shares within 12 calendar months (18 months
for shares purchased prior to May 1, 1997) from the end of
the calendar month during which you purchased those shares.
See "How to Buy Shares - Buying Class A Shares", below.
3. The third sentence in the sub-section captioned "Who Manages
the Fund " in "A Brief Overview of the Fund" on page 6, is revised
to read as follows:
Effective July 15, 1997, the Fund s portfolio manager, who is
primarily responsible for the selection of the Fund s
securities, is Jerry A. Webman.
4. The sub-section captioned Portfolio Manager in How the Fund
is Managed-The Manager and Its Affiliates on page 19 is revised as
follows:
Effective July 15, 1997, the Fund s portfolio manager is Jerry
A. Webman. Mr. Webman is a Senior Vice President of the
Manager and Vice President of the Fund and is the individual
principally responsible for the day-to-day management of the
Fund s portfolio. Mr. Webman also serves as an officer and
portfolio manager of other Oppenheimer funds. Previously he
was an officer and analyst with Prudential Mutual Fund -
Investment Management, Inc.
5. The second sentence in the sub-section captioned "Class A
Shares" in "How to Buy Shares-Classes of Shares" on page 26 is
replaced by the following:
If you purchase Class A shares as part of an investment of at
least $1 million ($500,000 for Retirement Plans) in shares of
one or more Oppenheimer funds, you will not pay an initial
sales charge, but if you sell any of those shares within 12
months of buying them (18 months if the shares were purchased
prior to May 1, 1997), you may pay a contingent deferred sales
charge.
6. The following sentence is added to the end of the sub-section
captioned "How Does it Affect Payments To My Broker?" in "How to
Buy Shares-Which Class of Shares Should You Choose?" on page 28:
The Distributor may pay additional periodic compensation from
its own resources to securities dealers or financial
institutions based upon the value of shares of the Fund owned
by the dealer or financial institution for its own account or
for its customers.
7. The following sub-paragraph is added to "Class A Contingent
Deferred Sales Charge" in "How to Buy Shares-Buying Class A Shares"
on page 30:
purchases by a retirement plan qualified under section
401(a) if the retirement plan has total plan assets of $500,000 or
more.
8. The first sentence in the second paragraph of "Class A
Contingent Deferred Sales Charge" in "How to Buy Shares-Buying
Class A Shares" on page 31 is replaced by the following:
The Distributor pays dealers of record commission on those
purchases in an amount equal to (i) 1.0% for non-Retirement Plan
accounts, and (ii) for Retirement Plan accounts, 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, calculated on a calendar year basis.
9. The first sentence in the third paragraph of "Class A
Contingent Deferred Sales Charge" in "How to Buy Shares-Buying
Class A Shares" page 31 is replaced by the following:
If you redeem any of those shares purchased prior to May 1,
1997, within 18 months of the end of the calendar month of their
purchase, a contingent deferred sales charge (called the "Class A
contingent deferred sales charge") may be deducted from the
redemption
proceeds. A Class A contingent deferred sales charge may be
deducted from the redemption proceeds of any of those shares
purchased on or after May 1, 1997 that are redeemed within 12
months of the end of the calendar month of their purchase.
[continued]
10. The third sentence of the second paragraph of "Right of
Accumulation" in "Reduced Sales Charges for Class A Share
Purchases" on page 32 is replaced by the following:
The Distributor will add the value, at current offering price,
of the shares you previously purchased and currently own to
the value of current purchases to determine the sales charge
rate that applies."
11. The third sub-paragraph in "Waivers of the Class A Contingent
Deferred Sales Charge for Certain Redemptions" in "Waivers of Class
A Sales Charges" on page 34 is revised, and an additional sub-
paragraph is added by the following:
if, at the time of purchase of shares (prior to May 1,
1997) the dealer agreed in writing to accept the dealer's portion
of the sales commission 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);
if, at the time of purchase of shares (on or after May 1,
1997) the dealer agrees in writing to accept the dealer's portion
of the sales commission in installments of 1/12th of the commission
per month (and no further commission will be payable if the shares
are redeemed within 12 months of purchase);
12. The following sub-paragraphs are added at the end of "Waivers
of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" in "Waivers of Class A Sales Charges" on page 35:
for distributions from Retirement Plans having 500 or more
eligible participants, except distributions due to termination of
all of the Oppenheimer funds as an investment option under the
Plan; and
for distributions from 401(k) plans sponsored by broker-
dealers that have entered into a special agreement with the
Distributor allowing this waiver.
13. The following sentence is added to the end of the fifth
paragraph in the sub-paragraph "Distribution and Service Plans for
Class B and Class C Shares" in "Buying Class C Shares" on page 37:
[continued]
If a dealer has a special agreement with the Distributor, the
Distributor will pay the Class B service fee and the asset-
based sales charge to the dealer quarterly in lieu of paying
the sales commission and service fee advance at the time of
purchase.
14. The following is added as a new penultimate sentence to the
sixth paragraph in the sub-section captioned "Distribution and
Service Plans for Class B and Class C shares" on page 37:
If a dealer has a special agreement with the Distributor, the
Distributor shall pay the Class C service fee and asset-based
sales charge to the dealer quarterly in lieu of paying the
sales commission and service fee advance at the time of
purchase.
15. The introductory phrase in the fifth sub-paragraph of "Waivers
for Redemptions of
Shares in Certain Cases" in "Waivers of Class B and Class C Sales
Charges" on page 38 is
replaced with the following and a new sub-section (6) is added as
follows:
distributions from OppenheimerFunds prototype 401(k) plans
and from certain Massachusetts Mutual Life Insurance Company
prototype 401(k) plans . . . or (6) for loans to participants or
beneficiaries.
16. The following sub-paragraph is added at the end of "Waiver
for Shares Sold or Issued in Certain Transactions" in "Waivers of
Class B and Class C Sales Charges" on page 39:
Distributions from 401(k) plans sponsored by broker-dealers
that have entered into a special agreement with the Distributor
allowing this waiver.
17. The section captioned "Special Investor Services" on page 39
is revised by adding the following after the sub-section captioned
"PhoneLink":
Shareholder Transactions by Fax. Beginning May 30, 1997,
requests for certain account transactions may be sent to the
Transfer Agent by fax (telecopier). Please call 1-800-525-
7048 for information about which transactions are included.
Transaction requests submitted by fax are subject to the same
rules and restrictions as written and telephone requests
described in this Prospectus.
July 15, 1997 PSP855.010
<PAGE>
Oppenheimer Limited-Term Government Fund
Supplement dated July 15, 1997 to the
Statement of Additional Information Dated January 8, 1997
The Statement of Additional Information is amended as follows:
1. The first biographical paragraph in the section How the Fund
is Managed on page 19 for David Rosenberg is replaced with the
following:
Jerry A. Webman, Vice President and Portfolio Manager; Age 46
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager, an officer of other
Oppenheimer funds; previously an officer and analyst with
Prudential Mutual Fund - Investment Management, Inc.
July 15, 1997 SAI0855.004
