(logo)OPPENHEIMERFUNDS
OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
212 323-2000 Fax 212 323-0558
January 10, 1997
Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312
RE: Oppenheimer Limited-Term Government Fund ("Registrant")
Reg No. 33-02769; File No. 811-4563
To the Securities and Exchange Commission:
An electronic filing is hereby made on behalf of the Registrant
pursuant to Rule 497(e) of the Securities Act of 1933, as amended. Such filing
includes a supplement dated January 10, 1997 to the Registrant's Prospectus
dated January 8, 1997.
If there are any questions, please contact the undersigned.
Sincerely,
/s/Mark J.P. Anson
-------------------------------
Mark J.P. Anson
Vice President
and Assistant Counsel
(212) 323-0795
cc: Deloitte & Touche LLP
Myer, Swanson, Adams & Wolf P.C.
Gloria LaFond
Grace Loffredo
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OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
Supplement dated January 10, 1997 to the
Prospectus dated January 8, 1997
The Prospectus is changed as follows:
1. In addition to paying dealers the regular commission for (1) sales of Class A
shares stated in the sales charge table in "Buying Class A Shares" on page 30,
(2) sales of Class B shares described in the fifth paragraph in "Distribution
and Service Plans for Class B and Class C Shares" on page 37, and (3) sales of
Class C shares described in the sixth paragraph in "Distribution and Service
Plans for Class B and Class C Shares" on page 37, the Distributor will pay
additional commission to each broker, dealer and financial institution that has
a sales agreement with the Distributor and agrees to accept that additional
commission (these are referred to as "participating firms") for Class A, Class B
and Class C shares of the Fund sold in "qualifying transactions" (the
"promotion"). The additional commission will be 1.00% of the offering price of
shares of the Fund sold by a registered representative or sales representative
of a participating firm during the promotion. If the additional commission is
paid on the sale of Class A shares of $500,000 or more or the sale of Class A
shares to a SEP IRA with 100 or more eligible participants and those shares are
redeemed within 13 months from the end of the month in which they were
purchased, the participating firm will be required to return the additional
commission.
"Qualifying transactions" are aggregate sales of $150,000 or more of
Class A, Class B and/or Class C shares of any one or more of the Oppenheimer
funds (except money market funds and municipal bond funds) for rollovers or
trustee-to-trustee transfers from another retirement plan trustee, of IRA assets
or other employee benefit plan assets from an account or investment other than
an account or investment in the Oppenheimer funds to (1) IRAs, rollover IRAs,
SEP IRAs and SAR-SEP IRAs, using the OppenheimerFunds, Inc. prototype IRA
agreement, if the rollover contribution is received during the period from
January 1, 1997 through April 15, 1997 (the "promotion period"), or the
acceptance of a direct rollover or trustee-to-trustee transfer is acknowledged
by the trustee of the OppenheimerFunds prototype IRA during the promotion
period, and (2) IRAs, rollover IRAs, SEP IRAs and SAR-SEP IRAs using the A.G.
Edwards & Sons, Inc. prototype IRA agreement, if the rollover contribution or
trustee-to-trustee payment is received during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares intended but not
yet made under a Letter of Intent, and (2) purchases of Class A, Class B and/or
Class C shares with the redemption proceeds from an existing Oppenheimer funds
account.
2. The first paragraph of the section captioned "Class A Contingent Deferred
Sales Charge" in "Buying Class A Shares" on page 30, is revised by adding the
following subparagraph:
o Purchases by a retirement plan qualified under section 401(a) if the
retirement plan has total plan assets of $500,000 or more.
January 10, 1997 PS0855.007
